EXHIBIT 3.124
Annex A
BY-LAWS OF
PRIMARK CAPITAL GROUP, INC.
(formerly Hospital Satellite Network, Inc.)
A California Corporation
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ARTICLE I
OFFICES
SECTION 1.1 Principal Executive Office. The principal executive office of
the corporation shall be located at 8251 Greensboro Drive, Suite 700, McLean,
Virginia, 22102.
SECTION 1.2 Other Offices. The corporation may also have offices at such
other places both within and without the State of California as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.1 Annual Meeting. The annual meeting of stockholders shall be
held each year on such day, and at such time and such place as shall be
designated by the Board of Directors. At such meeting, the stockholders shall
elect directors and transact such other busi-
ness as may properly come before the meeting. If the annual meeting is not held
on the date designated therefor, the Board shall cause the meeting to be held
as soon thereafter as convenient.
SECTION 2.2 Special Meetings. Except as otherwise prescribed by law,
special meetings of the stockholders, for any purpose or purposes, may be called
by the President or in his absence by the Vice President, or by the Secretary at
the request of the Board of Directors. The notice of the special meeting shall
state the time, place, and purposes of the proposed special meeting. Business
transacted at a special meeting shall be confined to the purposes stated in the
notice.
SECTION 2.3 Place of Meetings. Each meeting of the stockholders for the
election of directors shall be held at the principal executive office of the
corporation in Los Angeles, California, unless the Board of Directors shall by
resolution designate any other place, within or without the State of California
as the place of such meeting. Hearings of stockholders for any other purpose may
be held at any such place, within or without the State of California and at such
time as shall be stated in the notice of the meeting, or in a duly executed
waiver thereof.
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SECTION 2.4 Notice of Meetings. Except as otherwise provided by law,
written notice of the time, place and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder of
record entitled to vote at the meeting.
SECTION 2.5 Stockholder List. At least ten days before every meeting of
stockholders, the officer or agent having charge of the stock transfer books
shall prepare a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of, and number of
shares registered in the name of each. Such list shall be open to examination of
any stockholder during ordinary business hours, for any purpose germane to the
meeting, for a period of at least 10 days prior to the meeting, either at a
place in the city where such meeting shall be held, which place shall be
specified in the notice of meeting or, if not so specified, at the place where
the meeting is to be held; and the list shall be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by
any such stockholder who may be present.
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SECTION 2.6 Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite for, and shall constitute, a quorum at all meetings of
the stockholders of the corporation for the transactions of business, except as
otherwise provided by law or these bylaws.
SECTION 2.7 Proxies. At every meeting of stockholders, each stockholder has
the right to vote in person or by proxy. Such proxy shall be appointed by an
instrument in writing subscribed by the stockholder or his authorized agent or
representative, and bearing a date not more than three (3) years prior to such
meeting, unless the proxy provides for a longer period. Each proxy shall be
filed with the Secretary of the corporation prior to or at the time of the
meeting.
SECTION 2.8 Voting. Each outstanding share is entitled to one vote on each
matter submitted to a vote unless otherwise provided in the Articles of
Incorporation. When a quorum is present at any meeting of the stockholders, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by
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provision of law or these bylaws, a different vote is required, in which case
such provision shall govern and control the decision of such question. Directors
of the corporation shall be elected by a plurality of the votes cast at an
election.
SECTION 2.9 Voting of Certain Shares. Shares standing in the name of
another corporation, domestic or foreign, and entitled to vote may be voted by
such officer, agent, or proxy as the bylaws of such corporation may prescribe,
or, in the absence of such provision, as the Board of Directors of such
corporation may determine.
SECTION 2.10 Action Without Meeting. Any action required or permitted to be
taken at any annual or special meeting of stockholders of the corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or to take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Such consent shall be filed
with the minutes of the proceedings of the stockholders. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written
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consent shall be given to those stockholders who have not consented in writing.
SECTION 2.11 Presiding Officers. The President, or in his absence, the Vice
President, shall call the meeting of the stockholders to order and shall act as
chairman thereof. In the absence of both the President and the Vice President,
the stockholders present at the meeting shall elect a chairman. The Secretary
shall act as a secretary of all meetings of stockholders. In the absence of the
Secretary at any meeting of stockholders, the presiding officer may appoint any
person to act as secretary of the meeting.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1 Management Responsibility. The business and affairs of the
corporation shall be managed by the Board of Directors except as otherwise
provided by law or by the Articles of Incorporation.
SECTION 3.2 Number; Elections; Term. The number of members of the Board of
Directors shall not be fewer than three (3) nor more than ten (10) and, within
such limits, shall be determined and established from time to time by resolution
adopted by the majority vote of the directors then in office. The directors
shall be
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elected at the annual meeting of the stockholders, or at any adjournment
thereof, or at special meetings of stockholders held in accordance with
Section 2.2 of Article II of these bylaws. Each director elected shall hold
office until the succeeding annual meeting and until his successor shall be
elected and shall qualify, or until his earlier resignation or removal.
SECTION 3.3 Resignation and Vacancies. Any director may resign at any time
by giving written notice to 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. Any vacancy occurring
in the Board of Directors may be filled by an affirmative vote of a majority of
the remaining directors even though less than a quorum of the Board of
Directors, or by the sole remaining director. A directorship to be filled
because of an increase in the number of directors may be filled by the board for
a term of office continuing only until the next election of directors by the
stockholders.
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SECTION 3.4 Meetings. Meetings of the Board of Directors may be called at
any time by the President or the Secretary or by a majority of the Board of
Directors. The directors shall be notified by telephone, telegraph or personally
delivered notice of the time, place and purpose of all meetings of the Board at
least forty-eight (48) hours prior to the time scheduled for said meeting with
the exception of the annual meeting of the Board of Directors, for which no
notice shall be provided, and which shall be held immediately after the annual
meeting of the stockholders. Attendance of a director at a meeting constitutes a
waiver of notice of said meeting, except where the director attends the meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
SECTION 3.5 Quorum. At each meeting of the Board of Directors, the presence
of not less than a majority of the whole Board shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the act of a
majority of the 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 law. If a quorum shall not be
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present at any meeting of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting until a quorum shall be present. A member of the Board may participate
in any meeting of the Board, or of any committee thereof, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting
pursuant to this Section 3.5 constitutes presence in person at the meeting.
SECTION 3.6 Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee of the
Board, may be taken without a meeting if a written consent thereto is signed by
all members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee. Such consent shall have the same effect as a vote of the Board or
committee for all purposes.
SECTION 3.7 Salary and Expenses. Directors shall not receive any stated
salary for their services as such. Members of the Board of Directors shall be
allowed their reasonable travelling expenses when actually engaged in the
business of the corporation. Members of any
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committee may be allowed like expenses for attending committee meetings. Nothing
herein contained shall be construed as precluding any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
NOTICES
SECTION 4.1 Manner of Notice to Directors. Whenever under the provisions of
law, the Articles of Incorporation, or these bylaws, notice is required to be
given to any director such notice may be given in writing by personal delivery
to the business address of such director; and such notice shall be deemed to be
given when it is thus delivered. Notice may also be given in writing by mail
addressed to such director at his business address, and such notice shall be
deemed to be given at the time when it is deposited in the United States mail in
a sealed envelope, with first class postage affixed thereto. Notice to directors
may also be given by telephone or telegram. It shall be the duty of every
director to furnish the Secretary with his business address and to notify the
Secretary of any change therein.
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SECTION 4.2 Notice to Stockholders. Whenever under the provisions of law,
the Articles of Incorporation, or these bylaws, notice is required to be given
to any stockholder, that requirement of notice shall not be construed to
require personal delivery, and such notice may be given, in writing, by mail
addressed to such stockholder at the address of such stockholder as it appears
in the stock transfer books of the corporation. Such notice shall be deemed to
be given at the time when it is deposited in the United States mail in a sealed
envelope, with first class postage affixed thereto.
SECTION 4.3 Waiver of Notice. Whenever any notice is required to be given
under the provisions of law, the Articles of Incorporation, or these bylaws, a
waiver thereof in writing signed by the person or persons entitled to said
notice, whether before or after the time stated herein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
SECTION 5.1 Officers and Official Positions. The officers of the
corporation shall be a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such other officers as the Board of Directors shall de-
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termine. Any two or more offices may be held by the same person.
SECTION 5.2 Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors. Each officer shall hold
office for the term for which he is elected, and until his successor is elected
or appointed and qualified, or until his earlier resignation or removal.
SECTION 5.3 Removal or Resignation. Any officer may be removed with or
without cause, by the Board of Directors at any regular or special meeting of
the Board. Any officer may resign at any time by giving written notice to 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.
SECTION 5.4 Vacancies. Any vacancy occurring in any office of the
corporation because of death, resignation, removal or any other cause may be
filled for the unexpired portion of the term by the Board of Directors.
SECTION 5.5 President. The President shall be the chief executive officer,
and subject only to the Board of Directors shall direct and have general
control
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of the management and operations of the corporation. He shall preside at all
meetings of the stockholders and of the Board of Directors at which is he
present.
SECTION 5.6 Vice Presidents. The Vice Presidents in the order determined by
the Board of Directors, shall, in the absence or disability of the President,
perform the duties and have the authority and exercise the powers of the
President. They shall perform such other duties and have such other authority
and powers as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate.
SECTION 5.7 Secretary. The Secretary shall: (a) attend all meetings of the
stockholders and of the Board of Directors, keep the minutes of the
stockholders, the Board of Directors and committees of directors, in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) have
charge of the corporate records and of the seal of the corporation, and shall
affix the seal to any instrument requiring it, and when so affixed, shall attest
to it by his signature. He shall perform such other duties and have such other
authority and powers as the Board of
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Directors may from time to time prescribe; or as the President may direct.
SECTION 5.8 Treasurer. The Treasurer shall: (a) be responsible to the Board
of Directors for the collection, receipt, custody and disbursement of all funds
and securities of the corporation; (b) receive and give receipts for moneys due
and payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies, or other
depositories as the Board of Directors shall designate; (c) endorse all
commercial documents for or on behalf of the corporation; (d) disburse the funds
of the corporation as ordered by the Board of Directors or the President or as
required in the ordinary conduct of the business of the corporation; (e) render
to the President or the Board of Directors, upon request, an account of all his
transactions as Treasurer and a report on the financial condition of the
corporation; and (f) in general, perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
by the Board of Directors, the President, or these bylaws. If required by the
Board of Directors or the President, the Treasurer shall give a bond for the
faithful discharge of his du-
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ties in such form, and with such surety or sureties, as the Board of Directors
or the President shall determine.
SECTION 5.9 Assistant Treasurers and Assistant Secretaries. The Assistant
Treasurers and Assistant Secretaries shall, in the absence of the Treasurer or
Secretary, respectively, perform all functions and duties which such absent
officer shall delegate; but such delegation shall in no wise relieve the absent
officer from the responsibilities and liabilities of his office. The Assistant
Treasurers and Assistant Secretaries shall, in general, perform such duties as
shall be assigned to them by the Treasurer or Secretary, respectively, or by the
President or the Board of Directors. The Assistant Treasurers shall, if
required, by the Board of Directors, or the President, give bonds for the
faithful discharge of their duties in such sums, and with such surety or
sureties, as the Board of Directors or the President shall determine.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
AGENTS AND OTHERS PERSONS
SECTION 6.1 Right to Indemnification. Each person who was or is a party or
is threatened to be made a party to or is involved (as a party, witness, or
other-
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wise), in any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (hereafter a
"Proceeding"), by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
director, officer, employee, or agent of a foreign or domestic corporation that
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation, including service with respect to
employee benefit plans, whether the basis of the Proceeding is alleged action in
an official capacity as a director, officer, employee, or agent or in any other
capacity while serving as a director, officer, employee, or agent (hereafter an
"Agent"), shall be indemnified and held harmless by the corporation to the
fullest extent authorized by statutory and decisional law, as the same exists or
may hereafter be interpreted or amended (but, in the case of any such amendment
or interpretation, only to the extent that such amendment or interpretation
permits the corporation to
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provide broader indemnification rights than were permitted prior thereto)
against all expenses, liability, and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes and penalties, amounts paid or to be paid in
settlement, any interest, assessments, or other charges imposed thereon, and any
federal, state, local, or foreign taxes imposed on any Agent as a result of the
actual or deemed receipt of any payments under this Article reasonably incurred
or suffered by such person in connection with investigating, defending, being a
witness in, or participating in (including on appeal), or preparing for any of
the foregoing in any Proceeding (hereafter "Expenses"). The right to
indemnification conferred in this Article shall be a contract right. It is the
corporation's intention that these bylaws provide indemnification in excess of
that expressly permitted by Section 317 of the California General Corporation
Law, as authorized by the corporation's Articles of Incorporation.
SECTION 6.2 Authority to Advance Expenses. Expenses incurred by an officer
or director (acting in his capacity as such) in defending a Proceeding shall be
paid by the corporation in advance of the final disposition of such Proceeding,
provided, however, that if required by the California General Corporation Law,
as
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amended, such expenses shall be advanced only upon delivery to the corporation
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Article or otherwise.
Expenses incurred by other Agents of the corporation (or by the directors or
officers not acting in their capacity as such, including service with respect to
employee benefit plans) may be advanced upon the receipt of a similar
undertaking, if required by law, and upon such other terms and conditions as the
Board of Directors deems appropriate. Any obligation to reimburse the
corporation for Expense advances shall be unsecured and no interest shall be
charged thereon.
SECTION 6.3 Right of Claimant to Bring Suit. If a claim under Section 6.1
or 6.2 of these bylaws is not paid in full by the corporation within thirty (30)
days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense (including attorneys' fees) of
prosecuting such claim. It shall be a defense to any such action (other than an
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action brought to enforce a claim for expenses incurred in defending a
Proceeding in advance of its final disposition where the required undertaking
has been tendered to the corporation) that the claimant has not met the
standards of conduct that make it permissible under the California General
Corporation Law for the corporation to indemnify the claimant for the amount
claimed. The burden of proving such a defense shall be on the corporation.
SECTION 6.4 Provisions Nonexclusive. The rights conferred on any person by
this Article shall not be exclusive of any other rights that such person may
have or hereafter acquire under any statute, provision of the Articles of
Incorporation, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office. To the extent that any provision of the
Articles, agreement, or vote of the stockholders or disinterested directors is
inconsistent with these bylaws, the provision, agreement, or vote shall take
precedence.
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SECTION 6.5 Authority to Insure. The corporation may purchase and maintain
insurance to protect itself and any Agent against any Expense asserted against
or incurred by such person, whether or not the corporation would have the power
to indemmify the Agent against such Expense under applicable law or the
provisions of this Article, provided that, in cases where the corporation owns
all or a portion of the shares of the company issuing the insurance policy, the
company and/or the policy must meet one of the two sets of conditions set forth
in Section 317 of the California General Corporation Law, as amended.
SECTION 6.6 Survival of Rights. The rights provided by this Article shall
continue as to a person who has ceased to be an Agent and shall inure to the
benefit of the heirs, executors, and administrators of such person.
SECTION 6.7 Settlement of Claims. The corporation shall not be liable to
indemnify any Agent under this Article (a) for any amounts paid in settlement of
any action or claim effected without the corporation's written consent, which
consent shall not be unreasonably withheld; or (b) for any judicial award, if
the corporation was not given a reasonable and timely opportunity,
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at its expense, to participate in the defense of such action.
SECTION 6.8 Effect of Amendment. Any amendment, repeal, or modification of
this Article shall not adversely affect any right or protection of any Agent
existing at the time of such amendment, repeal, or modification.
SECTION 6.9 Subrogation. In the event of payment under this Article, the
corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the Agent, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the corporation effectively to
bring suit to enforce such rights.
SECTION 6.10 No Duplication of Payments. The corporation shall not be
liable under this Article to make any payment in connection with any claim made
against the Agent to the extent the Agent has otherwise actually received
payment (under any insurance policy, agreement, vote, or otherwise) of the
amounts otherwise indemnifiable hereunder.
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ARTICLE VII
CERTIFICATES OF STOCK AND
THEIR TRANSFER
SECTION 7.1 Certificates of Stock. Every stockholder shall be entitled to a
certificate, in such form as the Board of Directors shall from time to time
approve, signed by the President or a Vice President and by the Secretary or an
Assistant Secretary. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon 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 he were
such officer, transfer agent or registrar as of the date of such issue.
SECTION 7.2 Replacement of Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed, upon the making of an affidavit by the person
claiming the certificate to be lost, stolen, or destroyed as to his ownership of
the certificate and of the facts as to its loss, theft, or destruction.
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SECTION 7.3 Transfer of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
SECTION 7.4 Fixing Record Date. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or 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, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting nor more than sixty days prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of
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Directors may fix a new record date for the adjourned meeting.
SECTION 7.5 Record Ownership of Stock. The corporation shall be entitled to
treat the person in whose name any share of stock is registered as the owner
thereof, for all purposes, and shall not be bound to recognize any equitable or
other claim to, or interest in, such share on the part of any other person,
whether or not it shall have notice thereof, except as otherwise expressly
provided by the laws of California.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 8.1 Dividends. Subject to the statutes of the State of California,
the Board of Directors may declare and pay dividends or make other distributions
in cash, its securities, or its property.
SECTION 8.2 Books and Records. The corporation shall keep current and
complete books and records of account and shall keep minutes of the proceedings
of the stockholders and Board of Directors, and shall keep at its principal
executive office, or at the office of its transfer agent or registrar, a record
of its stockholders, the names and addresses of all stockholders and the number
and class of the shares held by each.
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SECTION 8.3 Checks and Notes. All checks or demands for money and 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.
SECTION 8.4 Fiscal Year. The fiscal year of the corporation shall be the
calendar year.
SECTION 8.5 Seal. The corporation shall have a corporate seal in a form
which shall be approved by the Board of Directors.
SECTION 8.6 Voting of Stock. Unless otherwise ordered by the Board of
Directors, the President or any Vice President of the corporation shall have
full power and authority to act and vote, in the name and on behalf of this
corporation, at any meeting of stockholders of any corporation in which this
corporation may hold stock, and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
stock, and shall have full power and authority to execute, in the name of and on
behalf of this corporation, proxies authorizing any suitable person or persons
to act and to vote at any meeting of stockholders of any corporation in which
this corporation may hold stock, and at any meeting the person or person so
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designated shall possess and exercise any and all of the rights and powers
incident to the ownership of such stock.
SECTION 8.7 Amendment of Bylaws. These bylaws may be altered, amended or
repealed at any meeting of the Board of Directors at which a quorum is present
by a majority vote of the directors. Nothing in this Article VIII shall be
construed to limit the power of the stockholders to amend, alter or rescind any
of the bylaws of the corporation.
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