EX-3.46 47 a2187815zex-3_46.htm AMENDED AND RESTATED BYLAWS OF PHYS. SURGICAL CARE

Exhibit 3.46

 

AMENDED AND RESTATED BYLAWS
OF
PHYSICIANS SURGICAL CARE, INC.

 

ARTICLE I
ANNUAL MEETING OF STOCKHOLDERS

 

The annual meeting of stockholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or without the State of Delaware, fixed by the Board of Directors.

 

ARTICLE II
SPECIAL MEETINGS OF STOCKHOLDERS

 

Special meetings of the stockholders may be held at any place within or without the State of Delaware upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

 

ARTICLE III
TRANSFER OF CAPITAL STOCK

 

The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

 

ARTICLE IV
BOARD OF DIRECTORS

 

The business of the Corporation shall be managed by the Board of Directors consisting of not less than two nor more than fifteen members, such number of directors within such range to be fixed from time to time by action of the Board of Directors. The range in size for the Board of Directors may be increased or decreased by the stockholders. Vacancies in the Board of Directors, whether resulting from an increase in the number of members of the Board of Directors, the removal of members of the Board of Directors with or without cause, or otherwise, may be filled by a vote of a majority of directors of the Board of Directors then in office. Directors may be removed with or without cause by the stockholders.

 

ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS

 

Regular meetings of the Board of Directors, if any, may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside of the State of Delaware upon the call of the Chairman of the Board of Directors, if any, the President or any two directors, which call shall set forth the date, time and place of the special meeting. Written, oral or any other mode of notice of the date, time and place of the meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors.

 



 

One-third of the number of the directors then in office, but not less than two directors, shall constitute a quorum.

 

ARTICLE VI
OFFICERS

 

The Board of Directors shall elect a President and Secretary, and such other officers as it may deem appropriate. The President, Secretary and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the Board of Directors.

 

ARTICLE VII
COMMITTEES

 

By resolution adopted by the majority of the Board of Directors then in office, the directors may designate from among their number one or more directors to constitute an Executive Committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the Board of Directors.

 

ARTICLE VIII
AMENDMENTS

 

The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by the stockholders in accordance with the laws of the State of Delaware.

 

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