0001193125-14-453044.txt : 20141224 0001193125-14-453044.hdr.sgml : 20141224 20141223184844 ACCESSION NUMBER: 0001193125-14-453044 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 252 FILED AS OF DATE: 20141224 DATE AS OF CHANGE: 20141223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg EC Topeka, Inc. CENTRAL INDEX KEY: 0001568517 IRS NUMBER: 621512093 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-113 FILM NUMBER: 141308133 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Glendora CA, Inc. CENTRAL INDEX KEY: 0001568518 IRS NUMBER: 205732564 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-105 FILM NUMBER: 141308125 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Pottsville PA, Inc. CENTRAL INDEX KEY: 0001568520 IRS NUMBER: 260303835 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-89 FILM NUMBER: 141308110 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg El Paso, Inc. CENTRAL INDEX KEY: 0001568543 IRS NUMBER: 621711537 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-111 FILM NUMBER: 141308131 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Burbank, Inc. CENTRAL INDEX KEY: 0001568545 IRS NUMBER: 621619548 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-119 FILM NUMBER: 141308139 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Palmetto, Inc. CENTRAL INDEX KEY: 0001568549 IRS NUMBER: 621647404 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-90 FILM NUMBER: 141308111 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg EC Beaumont, Inc. CENTRAL INDEX KEY: 0001568559 IRS NUMBER: 621524208 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-116 FILM NUMBER: 141308136 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg EC Washington, Inc CENTRAL INDEX KEY: 0001568561 IRS NUMBER: 621506354 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-112 FILM NUMBER: 141308132 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg KEC, Inc. CENTRAL INDEX KEY: 0001568562 IRS NUMBER: 621510489 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-101 FILM NUMBER: 141308121 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Suncoast, Inc. CENTRAL INDEX KEY: 0001568565 IRS NUMBER: 621555677 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-85 FILM NUMBER: 141308106 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Main Line PA, Inc. CENTRAL INDEX KEY: 0001568574 IRS NUMBER: 205408469 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-96 FILM NUMBER: 141308117 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Temecula CA, Inc. CENTRAL INDEX KEY: 0001568580 IRS NUMBER: 200095263 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-84 FILM NUMBER: 141308105 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Inglewood, Inc. CENTRAL INDEX KEY: 0001568591 IRS NUMBER: 621814134 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-102 FILM NUMBER: 141308122 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tampa Bay NSC, LLC CENTRAL INDEX KEY: 0001568599 IRS NUMBER: 203447384 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-140 FILM NUMBER: 141308161 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Weston NSC, LLC CENTRAL INDEX KEY: 0001568601 IRS NUMBER: 263435641 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-133 FILM NUMBER: 141308154 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Austin NSC, LP CENTRAL INDEX KEY: 0001568603 IRS NUMBER: 204943017 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-77 FILM NUMBER: 141308098 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg EC St. Thomas, Inc. CENTRAL INDEX KEY: 0001568611 IRS NUMBER: 621511996 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-114 FILM NUMBER: 141308134 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Colton CA, Inc. CENTRAL INDEX KEY: 0001568613 IRS NUMBER: 461462856 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-118 FILM NUMBER: 141308138 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: San Antonio NSC, LLC CENTRAL INDEX KEY: 0001568631 IRS NUMBER: 200322582 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-36 FILM NUMBER: 141308057 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Davis NSC, LLC CENTRAL INDEX KEY: 0001568633 IRS NUMBER: 205451784 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-69 FILM NUMBER: 141308090 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunbeam Primary Holdings, Inc. CENTRAL INDEX KEY: 0001622631 IRS NUMBER: 261126836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-141 FILM NUMBER: 141308162 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pain Physicians of Central Florida, P.A. CENTRAL INDEX KEY: 0001622636 IRS NUMBER: 453912103 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-40 FILM NUMBER: 141308061 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anesthesia & Pain Management Services of California, Inc. CENTRAL INDEX KEY: 0001622644 IRS NUMBER: 463806338 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-81 FILM NUMBER: 141308102 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Comprehensive Teleradiology Solutions, Inc. CENTRAL INDEX KEY: 0001622651 IRS NUMBER: 800953054 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-72 FILM NUMBER: 141308093 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Medical Anesthesia Consultants Medical Group, Inc. CENTRAL INDEX KEY: 0001622663 IRS NUMBER: 680117704 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-47 FILM NUMBER: 141308068 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Jersey Healthcare Specialists, P.C. CENTRAL INDEX KEY: 0001622664 IRS NUMBER: 221948732 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-45 FILM NUMBER: 141308066 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Emergency Physician Services of Georgia, LLC CENTRAL INDEX KEY: 0001622679 IRS NUMBER: 264498219 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-16 FILM NUMBER: 141308037 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunbeam Intermediate Holdings, Inc. CENTRAL INDEX KEY: 0001622690 IRS NUMBER: 260206257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-142 FILM NUMBER: 141308163 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE, STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE, STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Acquisition Associates II, P.A. CENTRAL INDEX KEY: 0001622704 IRS NUMBER: 261219178 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-35 FILM NUMBER: 141308056 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Anesthesia Services of Minnesota, P.C. CENTRAL INDEX KEY: 0001622718 IRS NUMBER: 461877451 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-30 FILM NUMBER: 141308051 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services of North Carolina, P.A. CENTRAL INDEX KEY: 0001622724 IRS NUMBER: 571192502 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-23 FILM NUMBER: 141308044 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Critical Care Services, P.A. CENTRAL INDEX KEY: 0001622725 IRS NUMBER: 463895683 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-131 FILM NUMBER: 141308152 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of Arkansas, P.A. CENTRAL INDEX KEY: 0001622727 IRS NUMBER: 861112056 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-09 FILM NUMBER: 141308030 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of Connecticut, P.C. CENTRAL INDEX KEY: 0001622734 IRS NUMBER: 611441438 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-08 FILM NUMBER: 141308029 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Radiology Services of Pinellas, Inc. CENTRAL INDEX KEY: 0001622776 IRS NUMBER: 383883031 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-148 FILM NUMBER: 141308169 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tri-County Pain Management, P.A. CENTRAL INDEX KEY: 0001622780 IRS NUMBER: 830375709 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-135 FILM NUMBER: 141308156 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of North Texas, P.A. CENTRAL INDEX KEY: 0001622799 IRS NUMBER: 030509857 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-04 FILM NUMBER: 141308025 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tennessee Valley Neonatology, Inc. CENTRAL INDEX KEY: 0001622813 IRS NUMBER: 275404223 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-139 FILM NUMBER: 141308160 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunbeam Asset LLC CENTRAL INDEX KEY: 0001622818 IRS NUMBER: 260312608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-143 FILM NUMBER: 141308164 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcorp of California, Inc. CENTRAL INDEX KEY: 0001622827 IRS NUMBER: 464126626 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-157 FILM NUMBER: 141308178 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcorp, Inc. CENTRAL INDEX KEY: 0001622828 IRS NUMBER: 590971075 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-156 FILM NUMBER: 141308177 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Temecula II, Inc. CENTRAL INDEX KEY: 0001624001 IRS NUMBER: 464137624 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-83 FILM NUMBER: 141308104 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anesthesiologists of Greater Orlando, Inc. CENTRAL INDEX KEY: 0001624115 IRS NUMBER: 593542796 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-80 FILM NUMBER: 141308101 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: All Women's Healthcare, Inc. CENTRAL INDEX KEY: 0001624128 IRS NUMBER: 421612456 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-125 FILM NUMBER: 141308145 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Surgical Partners, Inc. CENTRAL INDEX KEY: 0001624144 IRS NUMBER: 650903559 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-58 FILM NUMBER: 141308079 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Flamingo Anesthesia Associates, Inc. CENTRAL INDEX KEY: 0001624205 IRS NUMBER: 262804804 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-66 FILM NUMBER: 141308087 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jupiter Anesthesia Associates, L.L.C. CENTRAL INDEX KEY: 0001624218 IRS NUMBER: 261150385 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-52 FILM NUMBER: 141308073 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Anesthesia Services of Alabama, Inc. CENTRAL INDEX KEY: 0001624226 IRS NUMBER: 461476545 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-33 FILM NUMBER: 141308054 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of Missouri, Inc. CENTRAL INDEX KEY: 0001624229 IRS NUMBER: 203109582 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-05 FILM NUMBER: 141308026 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Parity Healthcare, Inc. CENTRAL INDEX KEY: 0001624240 IRS NUMBER: 650360536 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-39 FILM NUMBER: 141308060 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of West Virginia, Inc. CENTRAL INDEX KEY: 0001624247 IRS NUMBER: 651028803 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-153 FILM NUMBER: 141308174 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Drs. Ellis, Rojas, Ross & Debs, Inc. CENTRAL INDEX KEY: 0001624254 IRS NUMBER: 591205165 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-67 FILM NUMBER: 141308088 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Anesthesia Services of Louisiana, Inc. CENTRAL INDEX KEY: 0001624623 IRS NUMBER: 270983154 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-32 FILM NUMBER: 141308053 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Anesthesia Services of Oklahoma, Inc. CENTRAL INDEX KEY: 0001624673 IRS NUMBER: 461722747 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-29 FILM NUMBER: 141308050 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Emergency Physician Services of North Missouri, Inc. CENTRAL INDEX KEY: 0001624706 IRS NUMBER: 465538742 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-14 FILM NUMBER: 141308035 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Emergency Physician Services of Missouri, Inc. CENTRAL INDEX KEY: 0001624707 IRS NUMBER: 460617801 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-15 FILM NUMBER: 141308036 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Clinical Research, Inc. CENTRAL INDEX KEY: 0001624709 IRS NUMBER: 651096710 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-17 FILM NUMBER: 141308038 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services of Louisiana, Inc. CENTRAL INDEX KEY: 0001624721 IRS NUMBER: 462773044 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-25 FILM NUMBER: 141308046 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Finance, LLC CENTRAL INDEX KEY: 0001628224 IRS NUMBER: 472039667 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-109 FILM NUMBER: 141308129 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHI II, LLC CENTRAL INDEX KEY: 0001628232 IRS NUMBER: 472039767 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-145 FILM NUMBER: 141308166 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Kissimmee FL, Inc. CENTRAL INDEX KEY: 0001568516 IRS NUMBER: 621567628 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-100 FILM NUMBER: 141308120 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Holdings, Inc. CENTRAL INDEX KEY: 0001568519 IRS NUMBER: 621595888 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-103 FILM NUMBER: 141308123 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Lancaster PA, Inc. CENTRAL INDEX KEY: 0001568521 IRS NUMBER: 205988960 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-97 FILM NUMBER: 141308118 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Ocala, Inc. CENTRAL INDEX KEY: 0001568547 IRS NUMBER: 621650493 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-91 FILM NUMBER: 141308112 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Northwest Florida, Inc. CENTRAL INDEX KEY: 0001568550 IRS NUMBER: 621519549 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-93 FILM NUMBER: 141308114 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg EC Santa Fe, Inc. CENTRAL INDEX KEY: 0001568560 IRS NUMBER: 621523398 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-115 FILM NUMBER: 141308135 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Escondido CA, Inc. CENTRAL INDEX KEY: 0001568578 IRS NUMBER: 201626979 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-110 FILM NUMBER: 141308130 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg San Antonio TX, Inc. CENTRAL INDEX KEY: 0001568583 IRS NUMBER: 200075736 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-88 FILM NUMBER: 141308109 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Long Beach NSC, LLC CENTRAL INDEX KEY: 0001568584 IRS NUMBER: 201048768 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-48 FILM NUMBER: 141308069 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Twin Falls NSC, LLC CENTRAL INDEX KEY: 0001568594 IRS NUMBER: 208086602 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-134 FILM NUMBER: 141308155 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coral Springs NSC, LLC CENTRAL INDEX KEY: 0001568600 IRS NUMBER: 261649639 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-70 FILM NUMBER: 141308091 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Abilene Eye, Inc. CENTRAL INDEX KEY: 0001568608 IRS NUMBER: 621692556 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-124 FILM NUMBER: 141308144 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Fresno CA, Inc. CENTRAL INDEX KEY: 0001568612 IRS NUMBER: 461290033 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-108 FILM NUMBER: 141308128 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Physician Office Partners, Inc. CENTRAL INDEX KEY: 0001622633 IRS NUMBER: 743050016 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-37 FILM NUMBER: 141308058 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-259-6784 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Partners in Medical Billing, Inc. CENTRAL INDEX KEY: 0001622640 IRS NUMBER: 460638530 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-38 FILM NUMBER: 141308059 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anesthesiology of Jupiter, P.A. CENTRAL INDEX KEY: 0001622646 IRS NUMBER: 650163043 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-78 FILM NUMBER: 141308099 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Interventional Rehabilitation of South Florida, Inc. CENTRAL INDEX KEY: 0001622662 IRS NUMBER: 650867955 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-54 FILM NUMBER: 141308075 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services of South Carolina, P.A. CENTRAL INDEX KEY: 0001622685 IRS NUMBER: 460667408 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-22 FILM NUMBER: 141308043 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FORMER COMPANY: FORMER CONFORMED NAME: Sheridan Children's Healthcare Services of South Carolian, P.A. DATE OF NAME CHANGE: 20141017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Anesthesia Services of Maryland, P.C. CENTRAL INDEX KEY: 0001622705 IRS NUMBER: 364551536 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-31 FILM NUMBER: 141308052 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services of New Jersey, P.C. CENTRAL INDEX KEY: 0001622723 IRS NUMBER: 272500879 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-24 FILM NUMBER: 141308045 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Emergency Physician Services of South Dade, Inc. CENTRAL INDEX KEY: 0001622726 IRS NUMBER: 204859734 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-12 FILM NUMBER: 141308033 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of Texas, P.A. CENTRAL INDEX KEY: 0001622758 IRS NUMBER: 650603121 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-03 FILM NUMBER: 141308024 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Radiology Services, Inc. CENTRAL INDEX KEY: 0001622801 IRS NUMBER: 208211626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-146 FILM NUMBER: 141308167 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tiva Healthcare, Inc. CENTRAL INDEX KEY: 0001622814 IRS NUMBER: 043721686 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-138 FILM NUMBER: 141308159 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan InvestCo, LLC CENTRAL INDEX KEY: 0001622821 IRS NUMBER: 463274828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-151 FILM NUMBER: 141308172 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthy Hearing Services, Inc. CENTRAL INDEX KEY: 0001622825 IRS NUMBER: 270417898 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-155 FILM NUMBER: 141308176 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: All Women's Healthcare of Dade, Inc. CENTRAL INDEX KEY: 0001623990 IRS NUMBER: 450530994 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-129 FILM NUMBER: 141308149 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: All Women's Healthcare Services, Inc. CENTRAL INDEX KEY: 0001624117 IRS NUMBER: 450530996 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-126 FILM NUMBER: 141308146 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gynecologic Oncology Associates, Inc. CENTRAL INDEX KEY: 0001624158 IRS NUMBER: 592026996 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-56 FILM NUMBER: 141308077 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FM Healthcare Services, Inc. CENTRAL INDEX KEY: 0001624207 IRS NUMBER: 273515257 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-64 FILM NUMBER: 141308085 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: North Florida Perinatal Associates, Inc. CENTRAL INDEX KEY: 0001624231 IRS NUMBER: 463234701 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-44 FILM NUMBER: 141308065 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of Virginia, Inc. CENTRAL INDEX KEY: 0001624248 IRS NUMBER: 271931953 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-02 FILM NUMBER: 141308023 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bethesda Anesthesia Associates, Inc. CENTRAL INDEX KEY: 0001624310 IRS NUMBER: 262588869 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-75 FILM NUMBER: 141308096 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Emergency Physician Services, Inc. CENTRAL INDEX KEY: 0001624708 IRS NUMBER: 651057394 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-10 FILM NUMBER: 141308031 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services of New Mexico, Inc. CENTRAL INDEX KEY: 0001624711 IRS NUMBER: 830401457 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-18 FILM NUMBER: 141308039 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Glendale, Inc. CENTRAL INDEX KEY: 0001568589 IRS NUMBER: 621807967 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-106 FILM NUMBER: 141308126 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coral Anesthesia Associates, Inc. CENTRAL INDEX KEY: 0001622635 IRS NUMBER: 454640785 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-71 FILM NUMBER: 141308092 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anesthesiology Associates of Tallahassee, Inc. CENTRAL INDEX KEY: 0001624007 IRS NUMBER: 592970442 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-79 FILM NUMBER: 141308100 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FO Investments II, Inc. CENTRAL INDEX KEY: 0001624227 IRS NUMBER: 452641534 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-62 FILM NUMBER: 141308083 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fullerton NSC, LLC CENTRAL INDEX KEY: 0001568632 IRS NUMBER: 203435683 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-59 FILM NUMBER: 141308080 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: All Women's Healthcare of West Broward, Inc. CENTRAL INDEX KEY: 0001623992 IRS NUMBER: 421612462 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-127 FILM NUMBER: 141308147 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSURG CORP CENTRAL INDEX KEY: 0000895930 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 621493316 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255 FILM NUMBER: 141308151 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD. STREET 2: SUITE 500 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD. STREET 2: SUITE 500 CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Abilene, Inc. CENTRAL INDEX KEY: 0001568557 IRS NUMBER: 621555413 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-123 FILM NUMBER: 141308143 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NSC RBO East, LLC CENTRAL INDEX KEY: 0001568571 IRS NUMBER: 273205481 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-42 FILM NUMBER: 141308063 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg San Luis Obispo CA, Inc. CENTRAL INDEX KEY: 0001568581 IRS NUMBER: 201965555 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-87 FILM NUMBER: 141308108 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kenwood NSC, LLC CENTRAL INDEX KEY: 0001568596 IRS NUMBER: 263055899 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-49 FILM NUMBER: 141308070 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Torrance NSC, LLC CENTRAL INDEX KEY: 0001568634 IRS NUMBER: 201048801 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-137 FILM NUMBER: 141308158 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICS Radiology, Inc. CENTRAL INDEX KEY: 0001622655 IRS NUMBER: 453356647 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-55 FILM NUMBER: 141308076 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jupiter Imaging Associates, Inc. CENTRAL INDEX KEY: 0001622660 IRS NUMBER: 650164050 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-50 FILM NUMBER: 141308071 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: North Texas Perinatal Associates, P.A. CENTRAL INDEX KEY: 0001622701 IRS NUMBER: 752382044 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-43 FILM NUMBER: 141308064 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services of Colorado, P.C. CENTRAL INDEX KEY: 0001622719 IRS NUMBER: 208050077 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-26 FILM NUMBER: 141308047 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Radiology Services of Kentucky, Inc. CENTRAL INDEX KEY: 0001622775 IRS NUMBER: 272107170 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-149 FILM NUMBER: 141308170 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Fresno Endoscopy, Inc. CENTRAL INDEX KEY: 0001624002 IRS NUMBER: 464319557 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-107 FILM NUMBER: 141308127 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FMO Healthcare Holdings, Inc. CENTRAL INDEX KEY: 0001624142 IRS NUMBER: 273515065 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-63 FILM NUMBER: 141308084 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Generations Babee Bag, Inc. CENTRAL INDEX KEY: 0001624223 IRS NUMBER: 650878152 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-46 FILM NUMBER: 141308067 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of Vermont, Inc. CENTRAL INDEX KEY: 0001624230 IRS NUMBER: 204063600 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-154 FILM NUMBER: 141308175 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Boca Anesthesia Service, Inc. CENTRAL INDEX KEY: 0001624308 IRS NUMBER: 650126861 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-74 FILM NUMBER: 141308095 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services, Inc. CENTRAL INDEX KEY: 0001624722 IRS NUMBER: 592347217 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-19 FILM NUMBER: 141308040 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Melbourne, Inc. CENTRAL INDEX KEY: 0001568544 IRS NUMBER: 621635312 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-94 FILM NUMBER: 141308115 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Arcadia CA Inc. CENTRAL INDEX KEY: 0001568576 IRS NUMBER: 204483684 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-120 FILM NUMBER: 141308140 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Towson NSC, LLC CENTRAL INDEX KEY: 0001568597 IRS NUMBER: 200314129 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-136 FILM NUMBER: 141308157 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Hillmont, Inc. CENTRAL INDEX KEY: 0001568637 IRS NUMBER: 621632685 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-104 FILM NUMBER: 141308124 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services of Tennessee, P.C. CENTRAL INDEX KEY: 0001622678 IRS NUMBER: 454252387 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-21 FILM NUMBER: 141308042 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Radiology Services of South Florida, Inc. CENTRAL INDEX KEY: 0001622778 IRS NUMBER: 205890948 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-147 FILM NUMBER: 141308168 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: All Women's Healthcare Holdings, Inc. CENTRAL INDEX KEY: 0001624003 IRS NUMBER: 134271816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-130 FILM NUMBER: 141308150 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jupiter Healthcare, LLC CENTRAL INDEX KEY: 0001624221 IRS NUMBER: 900997040 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-51 FILM NUMBER: 141308072 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of Louisiana, Inc. CENTRAL INDEX KEY: 0001624228 IRS NUMBER: 900196583 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-07 FILM NUMBER: 141308028 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Emergency Physician Services of South Florida, Inc. CENTRAL INDEX KEY: 0001624703 IRS NUMBER: 462743595 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-11 FILM NUMBER: 141308032 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southeast Perinatal Associates, Inc. CENTRAL INDEX KEY: 0001622819 IRS NUMBER: 650363303 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-144 FILM NUMBER: 141308165 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Altamonte Springs FL, Inc. CENTRAL INDEX KEY: 0001568515 IRS NUMBER: 260289067 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-122 FILM NUMBER: 141308142 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Maryville, Inc. CENTRAL INDEX KEY: 0001568548 IRS NUMBER: 621586143 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-95 FILM NUMBER: 141308116 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Scranton PA, Inc. CENTRAL INDEX KEY: 0001568577 IRS NUMBER: 202853308 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-86 FILM NUMBER: 141308107 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NSC West Palm, LLC CENTRAL INDEX KEY: 0001568598 IRS NUMBER: 760740666 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-41 FILM NUMBER: 141308062 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Austin NSC, LLC CENTRAL INDEX KEY: 0001568630 IRS NUMBER: 204942934 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-76 FILM NUMBER: 141308097 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Comprehensive Pain Medicine, Inc. CENTRAL INDEX KEY: 0001622649 IRS NUMBER: 593129628 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-73 FILM NUMBER: 141308094 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Emergency Physician Services of South Carolina, P.A. CENTRAL INDEX KEY: 0001622683 IRS NUMBER: 461302162 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-13 FILM NUMBER: 141308034 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Healthcare of Massachusetts, P.C. CENTRAL INDEX KEY: 0001622759 IRS NUMBER: 261602923 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-06 FILM NUMBER: 141308027 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: All Women's Healthcare of Sawgrass, Inc. CENTRAL INDEX KEY: 0001623991 IRS NUMBER: 421612467 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-128 FILM NUMBER: 141308148 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Clinical Research, Inc. CENTRAL INDEX KEY: 0001624204 IRS NUMBER: 201105922 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-68 FILM NUMBER: 141308089 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Greater Florida Anesthesiologists, LLC CENTRAL INDEX KEY: 0001624249 IRS NUMBER: 270602251 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-57 FILM NUMBER: 141308078 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services of Virginia, Inc. CENTRAL INDEX KEY: 0001624710 IRS NUMBER: 010622481 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-20 FILM NUMBER: 141308041 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHERIDAN HEALTHCARE INC CENTRAL INDEX KEY: 0000946489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 043252967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-01 FILM NUMBER: 141308022 BUSINESS ADDRESS: STREET 1: 4651 SHERIDAN ST STREET 2: STE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 3059875822 MAIL ADDRESS: STREET 1: 4651 SHERIDAN STREET STREET 2: SUITE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Anesthesia Management Services, LLC CENTRAL INDEX KEY: 0001568558 IRS NUMBER: 271174941 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-121 FILM NUMBER: 141308141 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Torrance, Inc. CENTRAL INDEX KEY: 0001568566 IRS NUMBER: 621545685 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-82 FILM NUMBER: 141308103 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wilton NSC, LLC CENTRAL INDEX KEY: 0001568602 IRS NUMBER: 261653853 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-132 FILM NUMBER: 141308153 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Florida United Radiology, L.C. CENTRAL INDEX KEY: 0001622653 IRS NUMBER: 650887466 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-65 FILM NUMBER: 141308086 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Radiology Services of Central Florida, Inc. CENTRAL INDEX KEY: 0001622772 IRS NUMBER: 208251783 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-150 FILM NUMBER: 141308171 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASVHILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASVHILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FO Investments, Inc. CENTRAL INDEX KEY: 0001624143 IRS NUMBER: 273515505 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-60 FILM NUMBER: 141308081 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jacksonville Beaches Anesthesia Associates, Inc. CENTRAL INDEX KEY: 0001624251 IRS NUMBER: 262664313 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-53 FILM NUMBER: 141308074 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FO Investments III, Inc. CENTRAL INDEX KEY: 0001628437 IRS NUMBER: 352438641 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-61 FILM NUMBER: 141308082 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD. CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD. CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg La Jolla, Inc. CENTRAL INDEX KEY: 0001568563 IRS NUMBER: 621625304 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-98 FILM NUMBER: 141308119 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Oakland CA, Inc. CENTRAL INDEX KEY: 0001568522 IRS NUMBER: 205645841 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-92 FILM NUMBER: 141308113 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmSurg Crystal River, Inc. CENTRAL INDEX KEY: 0001568610 IRS NUMBER: 621666189 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-117 FILM NUMBER: 141308137 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD STREET 2: 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Holdings, Inc. CENTRAL INDEX KEY: 0001622823 IRS NUMBER: 134056438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-152 FILM NUMBER: 141308173 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Anesthesia Services of Virginia, Inc. CENTRAL INDEX KEY: 0001624691 IRS NUMBER: 271895603 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-28 FILM NUMBER: 141308049 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD., 5TH FLOOR CITY: NASHVILLE STATE: TN ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Acquisition Associates, P.A. CENTRAL INDEX KEY: 0001622702 IRS NUMBER: 205641357 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-34 FILM NUMBER: 141308055 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: VT ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: VT ZIP: 37215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sheridan Children's Healthcare Services of Arizona, Inc. CENTRAL INDEX KEY: 0001628220 IRS NUMBER: 471934541 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-201255-27 FILM NUMBER: 141308048 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 S-4 1 d805253ds4.htm FORM S-4 Form S-4
Table of Contents

As filed with the Securities and Exchange Commission on December 24, 2014

Registration No. 333-            

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AMSURG CORP.

(AND CERTAIN SUBSIDIARIES OF AMSURG CORP. IDENTIFIED IN FOOTNOTE (*) BELOW)

(Exact name of registrant as specified in its charter)

 

 

 

Tennessee  

8011

   62-1493316

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

1A Burton Hills Boulevard

Nashville, Tennessee 37215

(615) 665-1283

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Claire M. Gulmi

Executive Vice President, Chief Financial Officer and Secretary

1A Burton Hills Boulevard

Nashville, Tennessee 37215

(615) 665-1283

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

J. James Jenkins, Jr., Esq.

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

(615) 742-6200

 

 

Approximate date of commencement of proposed exchange offers: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)   ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ¨

 

 

 

 

Title of Each Class of

Securities to be Registered

  

Amount

to be
Registered

   Proposed
Maximum
Offering Price
Per Note		  

Proposed
Maximum
Aggregate

Offering Price(1)

  

Amount of

Registration Fee

5.625% Senior Notes due 2022

   $1,100,000,000   100%   $1,100,000,000   $127,820

Guarantees of 5.625% Senior Notes due 2022(2)

   N/A   N/A   N/A   N/A(3)

 

 

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).
(2) Each Subsidiary of AmSurg Corp. that is listed on the Table of Additional Registrant Guarantors has guaranteed the notes being registered.
(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the registration of the guarantees.
* The companies listed on the next page in the Table of Additional Registrant Guarantors are also included in this Registration Statement as additional Registrants. The exact name of such other Registrants is as specified in their charters.

 

 

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Table of Contents

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

 

Exact Name of Registrant

Guarantor as Specified in its Charter

   

State or

Other Jurisdiction of
Incorporation

or Formation

   

I.R.S. Employer

Identification Number

AmSurg Holdings, Inc. (1)

    Delaware    62-1595888

AmSurg Anesthesia Management Services, LLC (1)

    Tennessee    27-1174941

AmSurg EC Topeka, Inc. (1)

    Tennessee    62-1512093

AmSurg EC St. Thomas, Inc. (1)

    Tennessee    62-1511996

AmSurg EC Beaumont, Inc. (1)

    Tennessee    62-1524208

AmSurg KEC, Inc. (1)

    Tennessee    62-1510489

AmSurg EC Santa Fe, Inc. (1)

    Tennessee    62-1523398

AmSurg EC Washington, Inc. (1)

    Tennessee    62-1506354

AmSurg Torrance, Inc. (1)

    Tennessee    62-1545685

AmSurg Abilene, Inc. (1)

    Tennessee    62-1555413

AmSurg Suncoast, Inc. (1)

    Tennessee    62-1555677

AmSurg La Jolla, Inc. (1)

    Tennessee    62-1625304

AmSurg Hillmont, Inc. (1)

    Tennessee    62-1632685

AmSurg Palmetto, Inc. (1)

    Tennessee    62-1647404

AmSurg Northwest Florida, Inc. (1)

    Tennessee    62-1519549

AmSurg Ocala, Inc. (1)

    Tennessee    62-1650493

AmSurg Maryville, Inc. (1)

    Tennessee    62-1586143

AmSurg Burbank, Inc. (1)

    Tennessee    62-1619548

AmSurg Melbourne, Inc. (1)

    Tennessee    62-1625312

AmSurg El Paso, Inc. (1)

    Tennessee    62-1711537

AmSurg Crystal River, Inc. (1)

    Tennessee    62-1666189

AmSurg Abilene Eye, Inc. (1)

    Tennessee    62-1692556

AmSurg Inglewood, Inc. (1)

    Tennessee    62-1814134

AmSurg Glendale, Inc. (1)

    Tennessee    62-1807967

AmSurg San Antonio TX, Inc. (1)

    Tennessee    20-0075736

AmSurg San Luis Obispo CA, Inc. (1)

    Tennessee    20-1965555

AmSurg Temecula CA, Inc. (1)

    Tennessee    20-0095263

AmSurg Escondido CA, Inc. (1)

    Tennessee    20-1626979

AmSurg Scranton PA, Inc. (1)

    Tennessee    20-2853308

AmSurg Arcadia CA Inc. (1)

    Tennessee    20-4483684

AmSurg Main Line PA, Inc. (1)

    Tennessee    20-5408469

AmSurg Oakland CA, Inc. (1)

    Tennessee    20-5645841

AmSurg Lancaster PA, Inc. (1)

    Tennessee    20-5988960

AmSurg Pottsville PA, Inc. (1)

    Tennessee    26-0303835

AmSurg Glendora CA, Inc. (1)

    Tennessee    20-5732564

AmSurg Kissimmee FL, Inc. (1)

    Tennessee    62-1567628

AmSurg Altamonte Springs FL, Inc. (1)

    Tennessee    26-0289067

NSC RBO East, LLC (1)

    Tennessee    27-3205481

Long Beach NSC, LLC (1)

    Tennessee    20-1048768

Torrance NSC, LLC (1)

    Tennessee    20-1048801

Davis NSC, LLC (1)

    Tennessee    20-5451784

Fullerton NSC, LLC (1)

    Tennessee    20-3435683

San Antonio NSC, LLC (1)

    Tennessee    20-0322582

Austin NSC, LLC (1)

    Tennessee    20-4942934

Twin Falls NSC, LLC (1)

    Tennessee    20-8086602

Kenwood NSC, LLC (1)

    Tennessee    26-3055899

Towson NSC, LLC (1)

    Tennessee    20-0314129

Wilton NSC, LLC (1)

    Connecticut    26-1653853

NSC West Palm, LLC (1)

    Tennessee    76-0740666

Tampa Bay NSC, LLC (1)

    Tennessee    20-3447384

Coral Springs NSC, LLC (1)

    Tennessee    26-1649639

Weston NSC, LLC (1)

    Tennessee    26-3435641

AmSurg Fresno CA, Inc. (1)

    Tennessee    46-1290033

Austin NSC, L.P. (1)

    Texas    20-4943017

AmSurg Colton CA, Inc. (1)

    Tennessee    46-1462856

AmSurg Fresno Endoscopy, Inc. (1)

    Tennessee    46-4319557

AmSurg Temecula II, Inc. (1)

    Tennessee    46-4137624

AmSurg Finance, Inc. (1)

    Tennessee    47-2039667

SHI II, LLC (1)

    Tennessee    47-2039767

All Women’s Healthcare Holdings, Inc. (2)

    Delaware    13-4271816

All Women’s Healthcare, Inc. (2)

    Florida    42-1612456

All Women’s Healthcare of Dade, Inc. (2)

    Florida    45-0530994

All Women’s Healthcare of Sawgrass, Inc. (2)

    Florida    42-1612467

All Women’s Healthcare of West Broward, Inc. (2)

    Florida    42-1612462

All Women’s Healthcare Services, Inc. (2)

    Florida    45-0530996

Anesthesiologists of Greater Orlando, Inc. (2)

    Florida    59-3542796

Anesthesiology Associates of Tallahassee, Inc. (2)

    Florida    59-2970442

Table of Contents

Exact Name of Registrant

Guarantor as Specified in its Charter

   

State or

Other Jurisdiction of
Incorporation

or Formation

   

I.R.S. Employer

Identification Number

Bethesda Anesthesia Associates, Inc. (2)

    Florida    26-2588869

Boca Anesthesia Service, Inc. (2)

    Florida    65-0126861

Discovery Clinical Research, Inc. (2)

    Florida    20-1105922

Drs. Ellis, Rojas, Ross & Debs, Inc. (2)

    Florida    59-1205165

Flamingo Anesthesia Associates, Inc. (2)

    Florida    26-2804804

FM Healthcare Services, Inc. (2)

    Florida    27-3515257

FO Investments, Inc. (2)

    Florida    27-3515505

FO Investments II, Inc. (2)

    Florida    45-2641534

FO Investments III, Inc. (2)

    Florida    35-2438641

FMO Healthcare Holdings, Inc. (2)

    Delaware    27-3515065

Global Surgical Partners, Inc. (2)

    Florida    65-0903559

Greater Florida Anesthesiologists, LLC (2)

    Florida    27-0602251

Gynecologic Oncology Associates, Inc. (2)

    Florida    59-2026996

Jacksonville Beaches Anesthesia Associates, Inc. (2)

    Florida    26-2664313

Jupiter Anesthesia Associates, L.L.C. (2)

    Florida    26-1150385

Jupiter Healthcare, LLC (2)

    Florida    90-0997040

New Generations Babee Bag, Inc. (2)

    Florida    65-0878152

North Florida Perinatal Associates, Inc. (2)

    Florida    46-3234701

Parity Healthcare, Inc. (2)

    Florida    65-0360536

Partners in Medical Billing, Inc. (2)

    Florida    46-0638530

Physician Office Partners, Inc. (2)

    Kansas    74-3050016

Sheridan Anesthesia Services of Alabama, Inc. (2)

    Florida    46-1476545

Sheridan Anesthesia Services of Louisiana, Inc. (2)

    Florida    27-0983154

Sheridan Anesthesia Services of Oklahoma, Inc. (2)

    Florida    46-1722747

Sheridan Anesthesia Services of Virginia, Inc. (2)

    Florida    27-1895603

Sheridan Children’s Healthcare Services, Inc. (2)

    Florida    59-2347217

Sheridan Children’s Healthcare Services of Arizona, Inc. (2)

    Florida    47-1934541

Sheridan Children’s Healthcare Services of Louisiana, Inc. (2)

    Florida    46-2773044

Sheridan Children’s Healthcare Services of New Mexico, Inc. (2)

    Florida    83-0401457

Sheridan Children’s Healthcare Services of Virginia, Inc. (2)

    Florida    01-0622481

Sheridan Clinical Research, Inc. (2)

    Florida    65-1096710

Sheridan Emergency Physician Services, Inc. (2)

    Florida    65-1057394

Sheridan Emergency Physician Services of North Missouri, Inc. (2)

    Florida    46-5538742

Sheridan Emergency Physician Services of Missouri, Inc. (2)

    Florida    46-0617801

Sheridan Emergency Physician Services of South Florida, Inc. (2)

    Florida    46-2743595

Sheridan Healthcare, Inc. (2)

    Delaware    04-3252967

Sheridan Healthcare of Louisiana, Inc. (2)

    Florida    90-0196583

Sheridan Healthcare of Missouri, Inc. (2)

    Florida    20-3109582

Sheridan Healthcare of Vermont, Inc. (2)

    Florida    20-4063600

Sheridan Healthcare of Virginia, Inc. (2)

    Florida    27-1931953

Sheridan Healthcare of West Virginia, Inc. (2)

    West Virginia    65-1028803

Sheridan Healthcorp, Inc. (2)

    Florida    59-0971075

Sheridan Healthcorp of California, Inc. (2)

    California    46-4126626

Sheridan Healthy Hearing Services, Inc. (2)

    Florida    27-0417898

Sheridan Holdings, Inc. (2)

    Delaware    13-4056438

Sheridan InvestCo, LLC (2)

    Delaware    46-3274828

Sheridan Radiology Services, Inc. (2)

    Delaware    20-8211626

Southeast Perinatal Associates, Inc. (2)

    Florida    65-0363303

Sunbeam Asset LLC (2)

    Delaware    26-0312608

Tennessee Valley Neonatology, Inc. (2)

    Florida    27-5404223

Tiva Healthcare, Inc. (2)

    Florida    04-3721686

Sunbeam Intermediate Holdings, Inc. (2)

    Delaware    26-0206257

Sunbeam Primary Holdings, Inc. (2)

    Delaware    26-1126836

Anesthesia and Pain Management Services of California, Inc. (2)

    California    46-3806338

Anesthesiology of Jupiter, P.A. (2)

    Florida    65-0163043

Comprehensive Pain Medicine, Inc. (2)

    Florida    59-3129628

Comprehensive Teleradiology Solutions, Inc. (2)

    Florida    80-0953054

Coral Anesthesia Associates, Inc. (2)

    Florida    45-4660785

Florida United Radiology, L.C. (2)

    Florida    65-0887466

New Jersey Healthcare Specialists, P.C. (2)

    New Jersey    22-1948732

ICS Radiology, Inc. (2)

    Florida    45-3356647

Interventional Rehabilitation of South Florida, Inc. (2)

    Florida    65-0867955

Jupiter Imaging Associates, Inc. (2)

    Florida    65-0164050

Medical Anesthesia Consultants Medical Group, Inc. (2)

    California    68-0117704

North Texas Perinatal Associates, P.A. (2)

    Texas    75-2382044

Pain Physicians of Central Florida, P.A. (2)

    Florida    45-3912103

Sheridan Acquisition Associates, P.A. (2)

    Florida    20-5641357

Sheridan Acquisition Associates II, P.A. (2)

    Florida    26-1219178

Sheridan Anesthesia Services of Maryland, P.C. (2)

    Maryland    36-4551536

Table of Contents

Exact Name of Registrant

Guarantor as Specified in its Charter

   

State or

Other Jurisdiction of
Incorporation

or Formation

   

I.R.S. Employer

Identification Number

Sheridan Anesthesia Services of Minnesota, P.C. (2)

    Minnesota    46-1877451

Sheridan Children’s Healthcare Services of Colorado, P.C. (2)

    Colorado    20-8050077

Sheridan Children’s Healthcare Services of New Jersey, P.C. (2)

    New Jersey    27-2500879

Sheridan Children’s Healthcare Services of North Carolina, P.A. (2)

    North Carolina    57-1195202

Sheridan Children’s Healthcare Services of South Carolina, P.A. (2)

    South Carolina    46-0667408

Sheridan Children’s Healthcare Services of Tennessee, P.C. (2)

    Tennessee    45-4252387

Sheridan Critical Care Services, P.A. (2)

    Florida    46-3895683

Sheridan Emergency Physician Services of Georgia, LLC (2)

    Georgia    26-4498219

Sheridan Emergency Physician Services of South Carolina, P. A. (2)

    South Carolina    46-1302162

Sheridan Emergency Physician Services of South Dade, Inc. (2)

    Florida    20-4859734

Sheridan Healthcare of Arkansas, P.A. (2)

    Arkansas    86-1112056

Sheridan Healthcare of Connecticut, P.C. (2)

    Connecticut    61-1441438

Sheridan Healthcare of Massachusetts, P.C. (2)

    Massachusetts    26-1602923

Sheridan Healthcare of North Texas, P.A. (2)

    Texas    03-0509857

Sheridan Healthcare of Texas, P.A. (2)

    Texas    65-0603121

Sheridan Radiology Services of Central Florida, Inc. (2)

    Florida    20-8251783

Sheridan Radiology Services of Kentucky, Inc. (2)

    Florida    27-2107170

Sheridan Radiology Services of Pinellas, Inc. (2)

    Florida    38-3883031

Sheridan Radiology Services of South Florida, Inc. (2)

    Florida    20-5890948

Tri-County Pain Management, P.A. (2)

    New Jersey    83-0375709

 

(1) The address, including zip code, and telephone number, including area code, of this additional registrant guarantor’s principal executive offices is: c/o AmSurg Corp., 1A Burton Hills Boulevard, Nashville, Tennessee 37215, (615) 665-1283. The Primary Standard Industrial Classification for this additional guarantor is 8011.

The name, address, including zip code, and telephone number, including area code, of agent for service of this additional registrant guarantor is:

Claire M. Gulmi

Vice President, Secretary and Treasurer

1A Burton Hills Boulevard

Nashville, Tennessee 37215

(615) 665-1283

With copies to:

J. James Jenkins, Jr., Esq.

Bass, Berry & Sims PLC

150 Third Avenue South Suite 2800

Nashville, Tennessee 37201

(615) 742-6200

 

(2) The address, including zip code, and telephone number, including area code, of this additional registrant guarantor’s principal executive offices is: c/o Sheridan Healthcare, 1613 N. Harrison Parkway, Sunrise, Florida 33323, (800) 437-2672. The Primary Standard Industrial Classification for this additional guarantor is 8090.

The name, address, including zip code, and telephone number, including area code, of agent for service of this additional registrant guarantor is:

Jillian E. Marcus, Esq.

General Counsel, Physician Services

1613 N. Harrison Parkway

Sunrise, Florida 33323

(800) 437-2672

With copies to:

J. James Jenkins, Jr., Esq.

Bass, Berry & Sims PLC

150 Third Avenue South Suite 2800

Nashville, Tennessee 37201

(615) 742-6200

Table of Contents

The information in this prospectus is not complete and may be changed. We may not issue the exchange notes in the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

Subject to Completion, dated December 24, 2014

PRELIMINARY PROSPECTUS

 

LOGO

AmSurg Corp.

Offer to Exchange

Up To $1,100,000,000 aggregate principal amount of

5.625% Senior Notes due 2022

which have been registered under the Securities Act of 1933

for outstanding unregistered

Up To $1,100,000,000 aggregate principal amount outstanding of

5.625% Senior Notes due 2022

 

 

We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $1.1 billion aggregate principal amount of registered 5.625% senior notes due 2022 (the “exchange notes”) for any and all of our $1.1 billion aggregate principal amount of unregistered 5.625% senior notes due 2022 that were issued in a private placement on July 16, 2014 (the “private notes”). The exchange notes are substantially identical to the private notes, except the exchange notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), and the restrictions on transfer and registration rights, and related additional interest provisions, applicable to the private notes will not apply to the exchange notes. The exchange notes will represent the same debt as the private notes and we will issue the exchange notes under the same indenture under which the private notes were issued. As with the private notes, the exchange notes are, jointly and severally, fully and unconditionally guaranteed by our existing and future direct and indirect subsidiaries that guarantee our senior secured credit facility pursuant to a credit agreement, dated as of July 16, 2014, among AmSurg Corp., Citibank, N.A., as Administrative Agent, and the other lenders thereto (the “senior secured credit facility”), and our 5.625% senior notes due 2020 (the “2020 senior notes”).

We refer to the private notes and the exchange notes collectively in this prospectus as the “notes.” We refer to this exchange as the “exchange offer.”

The private notes sold pursuant to Rule 144A under the Securities Act bear the CUSIP number 03232PAC2, and the private notes sold pursuant to Regulation S under the Securities Act bear the CUSIP number U0018WAB2.

Terms of the Exchange Offer

 

  •   The exchange offer expires at 5:00 p.m., New York City time, on             , 2015 (the 21st business day following commencement of the exchange offer), unless we extend it.

 

  •   The exchange offer is subject to customary conditions, which we may waive.

 

  •   We will exchange all private notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for an equal principal amount of exchange notes.

 

  •   You may withdraw your tender of private notes at any time prior to the expiration of the exchange offer in accordance with the procedures set forth therein.

 

  •   If you fail to tender your private notes, you will continue to hold unregistered, restricted securities, and it may be difficult to transfer them.

 

  •   We believe that the exchange of private notes for exchange notes should not be a taxable transaction for U.S. federal income tax purposes, but you should see the discussion under the caption “Material United States Federal Income Tax Considerations” for more information.

 

  •   We will not receive any proceeds from the exchange offer.

Participating in the exchange offer involves risks. See “Risk Factors,” beginning on page 10, for a discussion of certain factors that you should consider before deciding to exchange private notes for exchange notes pursuant to this exchange offer.

Each broker-dealer that receives the exchange notes for its own account pursuant to this exchange offer must acknowledge by way of the letter of transmittal that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for private notes where such private notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 90 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is                     , 2015.

Table of Contents

TABLE OF CONTENTS

 

     Page  

WHERE YOU CAN FIND MORE INFORMATION

      ii   

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      ii   

FORWARD-LOOKING STATEMENTS

      iv   

PROSPECTUS SUMMARY

      1   

RISK FACTORS

      10   

USE OF PROCEEDS

      17   

SELECTED HISTORICAL FINANCIAL DATA

      18   

THE EXCHANGE OFFER

      20   

DESCRIPTION OF OTHER INDEBTEDNESS

      29   

DESCRIPTION OF THE EXCHANGE NOTES

      32   

BOOK-ENTRY, DELIVERY AND FORM

      81   

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

      84   

PLAN OF DISTRIBUTION

      85   

LEGAL MATTERS

      86   

EXPERTS

      86   

THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). IN MAKING YOUR INVESTMENT DECISION, YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS, IN THE ACCOMPANYING LETTER OF TRANSMITTAL OR THE INFORMATION TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER INFORMATION. IF YOU RECEIVE ANY UNAUTHORIZED INFORMATION, YOU MUST NOT RELY ON IT. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO EXCHANGE THE PRIVATE NOTES. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN ITS RESPECTIVE DATE.

 

i

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You may read and copy materials that we have filed or will file with the SEC at the SEC’s Public Reference Room located at Room 1580, 100 F Street, N.E., Washington, D.C. 20549, or at the SEC’s public reference rooms in New York, New York or Chicago, Illinois. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus “incorporates by reference” information that we have filed with the SEC under the Exchange Act, which means that we are disclosing important information to you by referring you to those documents. Any statement contained in this prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus will be deemed modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or any subsequently filed document which also is, or is deemed to be, incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Accordingly, we incorporate by reference the specific documents listed below and any future filings made with the SEC after the date hereof under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act which will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date we subsequently file such reports and documents after the date hereof and prior to the effectiveness of the registration statement of which this prospectus forms a part, except that any such reports or portions thereof which are furnished under Item 2.02 or Item 7.01 of any Current Reports on Form 8-K and not filed shall not be deemed incorporated by reference herein:

 

  •   our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 26, 2014 (including the information specifically incorporated by reference therein from our definitive proxy statement on Schedule 14A, filed with the SEC on April 21, 2014);

 

  •   our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, filed with the SEC on May 1, 2014, as amended by Amendment No. 1 on Form 10-Q/A, filed with the SEC on May 2, 2014;

 

  •   our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed with the SEC on August 1, 2014;

 

  •   our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, filed with the SEC on November 7, 2014; and

 

  •   our Current Reports on Form 8-K, filed with the SEC on February 4, 2014, March 7, 2014, May 21, 2014, June 2, 2014, June 18, 2014, June 23, 2014, June 27, 2014, June 30, 2014, July 2, 2014, July 22, 2014, October 22, 2014, November 4, 2014 (Items 5.02 and 8.01 only), November 14, 2014 and December 23, 2014 (which such Report supercedes Exhibit 99.2 in the Current Report on Form 8-K filed on October 22, 2014).

This prospectus incorporates important business and financial information about us from documents that are not included in or delivered with this prospectus. You may have already been sent some of the documents incorporated by reference, but you can obtain any of them through the SEC’s website at http://www.sec.gov or from us, excluding all exhibits (unless an exhibit has been specifically incorporated herein by reference), free of charge, by requesting them in writing or by telephone from us at the following address:

AmSurg Corp.

Secretary

1A Burton Hills Boulevard

Nashville, Tennessee 37215

(615) 665-3550

 

ii

Table of Contents

You can also get more information by visiting our website at www.amsurg.com. Website materials are not part of this prospectus.

You should rely only on the information incorporated by reference or provided in this prospectus. If information in incorporated documents conflicts with information in this prospectus you should rely on the most recent information. If information in an incorporated document conflicts with information in another incorporated document, you should rely on the most recent incorporated document. You should not assume that the information in this prospectus or any document incorporated by reference is accurate as of any date other than the date of those documents. We have not authorized anyone else to provide you with any information.

You will not be charged for any of these documents that you request. In order to ensure timely delivery of the documents, any request should be made no later than             , 2015, which is five business days prior to the expiration date.

 

iii

Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, and other information that is not historical information. When used in this prospectus, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “will,” “should,” “goal,” “target,” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. Accordingly, investors should not place undue reliance on our forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward looking statements are based upon information available to us on the date of this prospectus.

In evaluating these forward-looking statements, you should carefully consider the risks described herein and in our Current Report on Form 8-K filed with the SEC on June 23, 2014, which is incorporated by reference into this prospectus. After the date of this prospectus, we undertake no obligation to publicly update or revise forward-looking statements, all of which are expressly qualified by the statements of this section, to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by law.

 

iv

Table of Contents

PROSPECTUS SUMMARY

This summary highlights selected information about AmSurg Corp., the exchange offer and the exchange notes contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that is important to you. To understand the exchange offer fully and for a more complete description of the legal terms of the exchange notes, you should carefully read this entire prospectus, especially the risks of investing in the exchange notes discussed under “Risk Factors,” including the indenture governing the notes, the accompanying letter of transmittal and the documents incorporated herein by reference. In this prospectus, other than in “Description of the Exchange Notes” and unless the context requires otherwise, “AmSurg,” “we,” “us,” “our” and “ours” refer to AmSurg Corp., a Tennessee corporation, together with its subsidiaries.

AmSurg Corp.

We acquire, develop and operate ambulatory surgery centers (“ASCs” or “surgery centers”) in partnership with physician practice groups throughout the U.S. and provide outsourced physician services in multiple specialties to hospitals, ambulatory surgery centers and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. We are the largest owner and operator of ASCs in the United States based upon total number of facilities. At September 30, 2014, we operated 243 ASCs in 34 states and the District of Columbia in partnership with approximately 2,100 physicians, and provide physician services to more than 300 healthcare facilities in 25 states, employing more than 2,600 physicians and other healthcare professionals.

Ambulatory Services Operations

Our company was formed in 1992 for the purpose of acquiring, developing and operating ASCs in partnership with physicians. Our surgery centers are typically located adjacent to or in close proximity to the medical practices of our partner physicians. We generally own a majority interest, primarily 51%, in the facilities we operate. Our surgery centers primarily provide non-elective, high volume, lower-risk surgical procedures across multiple specialties, including, among others, gastroenterology, ophthalmology, and orthopaedics. Our ASCs are designed with a cost structure that creates significant savings for patients and payors when compared to surgical services performed in hospital outpatient departments (“HOPDs”).

We acquire, develop and operate ASCs through the formation of partnerships with physicians and health systems to serve the communities in our markets. Since physicians are critical to the delivery of healthcare, we have developed our operating model to encourage physicians to affiliate with our ASCs. We believe we attract physicians because our facilities adopt staffing, scheduling and clinical systems and protocols with the goal of increasing physician efficiency and engagement. We believe that our focus on physician satisfaction combined with providing safe, high-quality healthcare in a friendly and convenient environment for patients will continue to make our ASCs an attractive alternative to HOPDs for physicians, patients and payors.

We focus on providing high-quality surgery centers that meet the needs of patients, physicians and payors. We believe our facilities (i) enhance the quality of care for our patients, (ii) provide significant administrative, clinical and efficiency benefits to physicians, and (iii) offer a low cost alternative for patients and payors.

Physician Services Operations

On July 16, 2014, we acquired Sheridan Healthcare (“Sheridan”). With the completion of this acquisition, we believe we are a leading national provider of multi-specialty outsourced physician services to hospitals, ASCs and other healthcare facilities. We deliver physician services, primarily in the areas of anesthesiology, children’s services, radiology and emergency medicine services, to more than 300 healthcare facilities, and believe we are a leading provider of physician services in each of those specialties. We employ more than 2,600 physicians and other healthcare professionals who apply a care-centric approach to medical care and have physician practices in 25 states with a significant presence in Florida, New Jersey, Texas and California. We believe our scale and ability to leverage administrative and support infrastructure enable us to effectively recruit and retain physicians, provide services at lower costs and generate attractive profit margins.

Our physicians usually lead the daily operations of their specialty departments and integrate themselves into the clinical leadership at our client’s facilities. This integration allows us to collaborate with hospitals, ASCs and other healthcare facilities to improve their operations. We believe our national scale and footprint enable us to provide better coordination of care, better physician coverage, stronger recruiting services, more professional and experienced management and improved patient throughput and outcomes as compared to smaller independent physician groups or directly affiliated facility practices with which we compete.

 

 

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Our principal executive offices are located at 1A Burton Hills Boulevard, Nashville, Tennessee 37215, and our telephone number is (615) 665-1283. AmSurg Corp. is a Tennessee corporation.

 

 

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Summary of the Exchange Offer

On July 16, 2014, AmSurg Escrow Corp. (“Escrow Sub”) issued, through private placements exempt from the registration requirements of the Securities Act, $1,100,000,000 of our private notes. On the same date, Escrow Sub merged with and into AmSurg Corp. (or the “Issuer”), and the Issuer entered into a supplemental indenture pursuant to which the Issuer assumed all of the obligations of Escrow Sub under the private notes and indenture as issuer of the private notes, and the subsidiary guarantors entered into a separate supplemental indenture pursuant to which such subsidiary guarantors agreed to unconditionally guarantee all of the Issuer’s obligations under the private notes and the indenture. Subsequent to July 16, 2014, four additional subsidiary guarantors joined the indenture pursuant to additional supplemental indentures.

Simultaneously with the private placement of the private notes, Escrow Sub, the Issuer and the guarantors entered into a registration rights agreement with respect to the private notes, dated July 16, 2014 (the “Registration Rights Agreement”). Subsequent to July 16, 2014, four additional guarantors joined the registration the Registration Rights Agreement pursuant to joinder agreements. In the Registration Rights Agreement, we agreed for the benefit of the holders of the private notes that we would file with the SEC and use our commercially reasonable efforts to cause to become effective a registration statement relating to an offer to exchange the private notes for the exchange notes with terms identical to the private notes (except that the exchange notes will not be subject to additional interest or restrictions on transfer), and, unless prohibited by applicable law or SEC policy, to complete the exchange offers pursuant to the terms of the Registration Rights Agreement within 270 days after the date of the original issuance of the private notes. If we fail to complete the exchange offer on or before April 10, 2015, which is 270 days after such original issuance date, then we will be required to pay additional interest to the holders of the private notes at a rate of 0.25% for the first 90 day period after such date and thereafter at a rate of an additional 0.25% for each subsequent 90 day period that elapses, provided that the aggregate increase in such annual interest rate may in no event exceed 1.0% per annum and provided that no interest will accrue following such time that this registration default has been cured. You may exchange your private notes in the exchange offer. You should read the discussion under the headings “The Exchange Offer” and “Description of the Exchange Notes” for further information regarding the exchange notes.

 

The Exchange Offer

   

We are offering to exchange:

 

•   Up to $1.1 billion aggregate principal amount of our 5.625% senior notes due 2022 registered under the Securities Act, which we refer to as exchange notes,

 

for

 

•   Up to $1.1 billion aggregate principal amount of our unregistered 5.625% senior notes due 2022 issued on July 16, 2014 in a private offering (CUSIP Numbers 03232PAC2 and U0018WAB2), which we refer to as private notes.

 

You may exchange private notes only in denominations of $2,000 (and integral multiples of $1,000 in excess thereof).

 

The exchange notes will be, jointly and severally, unconditionally guaranteed on a senior secured basis by the same current and future direct and indirect domestic subsidiaries of AmSurg Corp. as the private notes.

Expiration Date

    The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2015 (the 21st business day following commencement of the exchange offer), unless we extend the expiration date. In that case, the phrase “expiration date” will mean the latest date and time to which we extend the exchange offer. We will issue exchange notes on the expiration date or promptly after that date.

Conditions to the Exchange Offer

    The exchange offer is subject to customary conditions, including, among other things, that the exchange offer does not violate applicable law or any applicable interpretation of the SEC. The exchange offer is not conditioned upon any minimum principal amount of private notes being submitted for exchange. See “The Exchange Offer—Conditions to the Exchange Offer.”

 

 

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Procedures for Participating in the Exchange Offer   

To participate in the exchange offer, you must follow the procedures established by The Depository Trust Company, which we call “DTC,” for tendering private notes held in book-entry form. These procedures require that (i) the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an “agent’s message” that is transmitted through DTC’s automated tender offer program, and (ii) DTC confirms that:

 

•   DTC has received your instructions to exchange your private notes; and

 

•   you agree to be bound by the terms of the letter of transmittal.

 

Under the letter of transmittal, you will represent to and agree with us that:

 

•   you are acquiring the exchange notes in the ordinary course of your business;

 

•   neither you nor, to your knowledge, any other person receiving the exchange notes from you is engaging in, intends to engage in, and has no arrangement or understanding with anyone to participate in a distribution of the exchange notes within the meaning of the federal securities laws; and

 

•   neither you nor, to your knowledge, any other person receiving exchange notes from you is an “affiliate,” as defined in Rule 405 under the Securities Act, of AmSurg, or a broker-dealer tendering the private notes acquired directly from AmSurg for its own account, or, if you or any such other person is an “affiliate” of AmSurg, you or any such other person will comply with the registration and prospectus delivery requirements of the Securities Act, if applicable.

 

If you are a broker-dealer who will receive exchange notes for your own account in exchange for private notes that you acquired as a result of your market-making or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of such exchange notes.

Special Procedures for Beneficial Owners   

If your private notes are held through a broker, dealer, commercial bank, trust company or other nominee and you wish to surrender such private notes, you should contact your intermediary promptly and instruct it to surrender your private notes on your behalf.

If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your private notes, either arrange to have your private notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take an extended period of time.

Guaranteed Delivery Procedures    If you wish to tender your private notes and you cannot do so before the expiration date deadline, or you cannot deliver your private notes, the letter of transmittal or any other documentation on time, then you must surrender your private notes according to the guaranteed delivery procedures appearing below under “The Exchange Offer—Guaranteed Delivery Procedures.”

 

 

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Acceptance of Private Notes and Delivery of Exchange Notes    We will accept for exchange any and all private notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date, if you comply with the procedures of the exchange offer. The exchange notes will be delivered promptly after the expiration date. We will return any private notes that we do not accept for exchange to you promptly after the expiration or termination of the exchange offer.
Withdrawal Rights    You may withdraw the surrender of your private notes at any time prior to 5:00 p.m., New York City time, on the expiration date, by complying with the procedures for withdrawal described in “The Exchange Offer—Withdrawal of Tenders.”
Resale of Exchange Notes   

We believe that you may offer for resale, resell and transfer your exchange notes without registering them under the Securities Act and delivering a prospectus, if you can make the same three representations that appear above under the heading “Procedures for Participating in the Exchange Offer.” If you are a broker-dealer who will receive exchange notes in your own account in exchange for private notes that you acquired as a result of your market-making or other trading activities, you must deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

 

Our belief is based on interpretations of the SEC staff for other exchange offers that the SEC staff expressed in some of the SEC’s no-action letters to other issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully make the representations mentioned above, and you transfer any exchange note issued to you in the exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liability under the Securities Act. We are not indemnifying you for any such liability and we will not protect you against any loss incurred as a result of any such liability under the Securities Act.

Accounting Treatment    We will not recognize a gain or loss for accounting purposes as a result of the exchange.
Material Federal Income Tax Consequences    The exchange of private notes for exchange notes should not be a taxable transaction for United States federal income tax purposes. You should not have to pay federal income tax as a result of your participation in the exchange offer. See “Material United States Federal Income Tax Considerations.”
Exchange Agent    U.S. Bank National Association is serving as the exchange agent in connection with the exchange offer. U.S. Bank National Association also serves as trustee under the indenture governing the notes. The address, telephone number and facsimile number of the exchange agent are listed under the heading “The Exchange Offer—Exchange Agent.”
Failure to Exchange Private Notes Will Adversely Affect You    If you are eligible to participate in this exchange offer and you do not tender your private notes in accordance with the procedures described in this prospectus, you will not have any further registration or exchange rights. In that event, your private notes will continue to accrue interest until maturity in accordance with the terms of the private notes but will continue to be subject to restrictions on transfer. As a result of such restrictions and the availability of registered exchange notes, your private notes are likely to be a much less liquid security than before.

 

 

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Use of Proceeds    We will not receive any proceeds from the issuance of the exchange notes. We are making this exchange offer solely to satisfy our obligations under the Registration Rights Agreement.
Fees and Expenses    We will bear the expenses related to the exchange offer, other than brokerage commissions and transfer taxes, if any.

 

 

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Summary of the Exchange Notes

Other than the restrictions on transfer, registration rights and special interest provisions, the exchange notes have the same financial terms and covenants as the private notes. The exchange notes will evidence the same debt as the outstanding private notes which they replace, and the same indenture will govern the exchange notes and the private notes. In this prospectus we refer to the private notes and the exchange notes together as the “notes.” The brief summary below describes the principal terms of the exchange notes and is not intended to be complete. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes.

 

Issuer    AmSurg Corp., a Tennessee corporation
Notes Offered    $1.1 billion aggregate principal amount of 5.625% senior notes due 2022 and registered under the Securities Act.
Maturity Date    The exchange notes will mature on July 15, 2022.
Interest    The exchange notes will bear interest at a rate of 5.625% per annum (calculated using a 360-day year). Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the private note tendered in exchange thereof, or, if no interest has been paid on the private note, from the date of the original issue of the private note.
Interest Payment Dates    January 15 and July 15 of each year, with the next interest payment being due July 15, 2015.
Guarantees    The exchange notes will be, jointly and severally, fully and unconditionally guaranteed by each of the Issuer’s existing and future direct and indirect subsidiaries that guarantee the senior secured credit facility and the 2020 senior notes.
Ranking   

The exchange notes and the related guarantees will be the Issuer’s and the guarantors’ senior obligations and will rank:

 

•   pari passu in right of payment with all of the Issuer’s and the guarantors’ existing and future senior indebtedness; and

 

•   senior to all of the Issuer’s and the guarantors’ existing and future subordinated indebtedness.

 

The exchange notes and the related guarantees also will be effectively subordinated to all of the existing and future secured obligations to the extent of the value of the assets securing such obligations. See “Description of Other Indebtedness.” As of September 30, 2014, our total consolidated indebtedness was $2,248.7 million, of which $898.7 million was secured indebtedness which is effectively senior to the exchange notes to the extent of the value of the assets securing such indebtedness. The exchange notes will be structurally subordinated to liabilities of our subsidiaries that do not guarantee the notes, or the “non-guarantor subsidiaries.” Our non-guarantor subsidiaries generate substantially all of our ambulatory services operating revenue and had total liabilities, including trade payables, but excluding intercompany liabilities, of approximately $107.6 million at September 30, 2014. Our non-guarantor subsidiaries represented approximately 44% of our total tangible assets at September 30, 2014.

 

 

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Optional Redemption    Prior to July 15, 2017, the Issuer may redeem all or part of the exchange notes at a redemption price equal to 100% of the principal amount of the exchange notes redeemed plus an applicable premium set forth herein, plus accrued and unpaid interest, if any, to the redemption date. Beginning on July 15, 2017, the Issuer may redeem some or all of the exchange notes at any time and from time to time at the redemption prices set forth herein plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to July 15, 2017, the Issuer may redeem up to 35% of the aggregate principal amount of the exchange notes with the proceeds of certain equity offerings at a redemption price of 105.625% of the principal amount of the exchange notes redeemed plus accrued and unpaid interest, if any, to the redemption date. Please see the section entitled “Description of Exchange Notes – Optional Redemption.”
Change of Control    If a Change of Control occurs, the Issuer must give holders of the exchange notes an opportunity to sell all or part of their exchange notes at a purchase price of 101% of the principal amount of such exchange notes, plus accrued and unpaid interest, if any, to the date of repurchase. The term “Change of Control” is defined under “Description of Exchange Notes – Certain Definitions.” See “Description of Exchange Notes – Change of Control.”
Mandatory Offer to Purchase; Asset Sales    If the Issuer or certain of its subsidiaries, including the guarantors, sell assets under certain circumstances, the Issuer will be required to make an offer to purchase the exchange notes at their face amount, plus accrued and unpaid interest, if any, to the date of repurchase. See “Description of Exchange Notes – Certain Covenants – Limitation on Sales of Assets and Subsidiary Stock.”
Certain Covenants   

The indenture governing the exchange notes contains covenants that, among other things, limit the ability of the Issuer and the Issuer’s restricted subsidiaries to, among other things:

 

•   incur additional indebtedness or issue certain preferred equity;

 

•   pay dividends on, repurchase, or make distributions in respect of our or their capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments;

 

•   make certain investments;

 

•   create liens;

 

•   enter into agreements restricting the Issuer’s subsidiaries’ ability to pay dividends or make certain other distributions and transfers to the Issuer;

 

•   consolidate, merge, sell, or otherwise dispose of all or substantially all of the Issuer’s or the guarantors’ assets; and

 

•   enter into certain transactions with the Issuer’s or the guarantors’ affiliates.

Risk Factors    In evaluating an investment in the exchange notes, prospective investors should carefully consider all of the information set forth in or incorporated by reference in this prospectus, and, in particular, should evaluate the specific factors set forth under “Risk Factors” for risks involved with an investment in the exchange notes.

Absence of Public Market for

the Notes

    Though the exchange notes will be freely transferable, the exchange notes will be a new class of securities for which there is currently no market. We do not intend to apply for the exchange notes to be listed on any securities exchange or included in any automated securities system. We cannot assure you that a liquid market for the exchange notes will develop or be maintained.

 

 

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Consolidated Ratio of Earnings to Fixed Charges

The following table sets forth our historical consolidated ratios of earnings to fixed charges for the periods indicated. You should read these ratios of earnings to fixed charges in connection with our consolidated financial statements, including the notes to those statements, incorporated by reference in this prospectus.

 

     Year Ended December 31,      Nine Months Ended  
     2009      2010      2011      2012      2013      September 30, 2014  

Consolidated ratio of earnings to fixed charges(1)

      22.0x         14.3x         13.5x         14.4x         10.5x         4.5x  (2) 

 

(1) For the purposes of calculating the ratio of earnings to fixed charges, “earnings” means the sum of income from continuing operations before taxes, excluding income from equity investees; fixed charges; amortization of capitalized interest; distributed income of equity investees and pre-tax losses of equity investees for which charges from guarantees are included in fixed charges; less capitalized interest. “Fixed charges” means interest (expensed and capitalized), amortized premiums, discounts and capitalized expenses related to indebtedness and an estimate of the portion of annual rental expense on operating leases that represents the interest factor.
(2) The consolidated ratio of earnings to fixed charges for the Nine Months Ended September 30, 2014 accounted for the consummation of AmSurg Corp.’s acquisition of Sheridan on July 16, 2014, and the consummation of the transactions entered into in connection therewith.

 

 

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RISK FACTORS

An investment in the exchange notes involves a high degree of risk. You should carefully consider the risks described below and the risk factors incorporated by reference herein, as well as the other information included or incorporated by reference in this prospectus, including the financial statements and related notes incorporated by reference into this prospectus, before deciding to exchange your private notes for exchange notes pursuant to this exchange offer. Certain risks related to us and our business are contained in our Current Report on Form 8-K filed with the SEC on June 23, 2014, which is incorporated by reference in this prospectus (and in any of our Annual, Quarterly or Current Reports that we subsequently file with the SEC and that are so incorporated). See the section titled “Where You Can Find More Information” for information about how to obtain a copy of these documents. If any of these risks actually occur, our business, financial condition, operating results, or cash flow could be materially and adversely affected. Additional risks or uncertainties not presently known to us, or that we currently deem immaterial, also may impair our business operations. We cannot assure you that any of these events will not occur and if such events do occur, the value of the exchange notes could decline substantially.

Risks Related to Our Business

For a discussion of the risks and uncertainties related to our business, please read “Risk Factors” in our Current Report on Form 8-K filed with the SEC on June 23, 2014, which is incorporated by reference into this prospectus.

Risks Related to the Exchange Offer

If you wish to tender your private notes for exchange, you must comply with the requirements described in this prospectus.

You will receive exchange notes in exchange for private notes only after the exchange agent receives such private notes, a properly completed and duly executed letter of transmittal, or agent’s message, as applicable, and all other required documentation within the time limits described below. If you wish to tender your private notes in exchange for exchange notes, you should allow sufficient time for delivery. Neither the exchange agent nor AmSurg Corp. has any duty to give you notice of defects or irregularities with respect to tenders of private notes for exchange. Private notes that are not tendered or are tendered but not accepted will, following consummation of the exchange offer, continue to be subject to the existing restrictions upon transfer relating to the private notes.

In addition, if you tender your private notes in the exchange offer for the purpose of participating in a distribution of the exchange notes or if you are an “affiliate,” as defined in Rule 405 under the Securities Act, of AmSurg, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Each broker-dealer who holds private notes acquired for its own account as a result of market-making or other trading activities and who receives exchange notes for its own account in exchange for such private notes pursuant to the exchange offer must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of such exchange notes.

If you do not exchange your private notes, you may have difficulty transferring them at a later time.

We will issue exchange notes in exchange for the private notes after the exchange agent receives your private notes, the letter of transmittal, or an agent’s message, as applicable, and all related documents. You should allow adequate time for delivery if you choose to tender your notes for exchange. If you are eligible to participate in the exchange offer but do not tender your private notes in the exchange offer, your private notes that are not exchanged will remain subject to restrictions on transfer and will not have rights to registration.

In general, the private notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the Registration Rights Agreement, we do not intend to register resales of the private notes under the Securities Act.

 

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If any private notes are not tendered in the exchange or are tendered but not accepted, the trading market for such notes could be negatively affected due to the limited amount of private notes expected to remain outstanding following the completion of the exchange offer.

Additionally, it may be difficult for you to sell private notes that are not exchanged in the exchange offer, since any private notes not exchanged will remain subject to the restrictions on transfer provided for in Rule 144A and Regulation S under the Securities Act.

These restrictions on transfer of your private notes exist because we issued the private notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Generally, the private notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities and may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with this exchange offer, we do not intend to register the private notes under the Securities Act unless required under the Registration Rights Agreement. See “The Exchange Offer – Purpose of the Exchange Offer.”

The consummation of the exchange offer may not occur.

We are not obligated to complete the exchange offer under certain circumstances. See “The Exchange Offer—Conditions to the Exchange Offer.” Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their exchange notes. You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the exchange notes.

Holders of the private notes who do not tender their private notes will have no further rights under the Registration Rights Agreement, including registration rights and the right to receive additional interest.

Holders that are eligible to participate in the exchange offer but who do not tender their private notes will not have any further registration rights or any right to receive additional interest under the Registration Rights Agreement or otherwise.

Risks Related to the Exchange Notes

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our growth strategy, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of any variable rate debt, and prevent us from meeting our obligations under the notes.

As of September 30, 2014, our total indebtedness was approximately $2,248.7 million. We have an additional $300.0 million available for borrowings under the senior secured revolving credit facility. Our high degree of leverage could have important consequences for you, including:

 

  •   increasing our vulnerability to adverse economic, industry, or competitive developments;

 

  •   requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund acquisitions of additional ASCs and physician practice groups, capital expenditures, and future business opportunities;

 

  •   exposing us to the risk of increased interest rates to the extent of any future borrowings, including borrowings under the senior secured credit facility, at variable rates of interest;

 

  •   making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the senior secured credit facility, the 2020 senior notes and the exchange notes, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the indenture governing the notes and the agreements governing such other indebtedness;

 

  •   limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or other purposes; and

 

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  •   limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage may prevent us from exploiting.

Despite our high indebtedness level, we and our subsidiaries will still be able to incur significant additional amounts of debt, including secured debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the indenture governing the exchange notes, the indenture governing the 2020 senior notes and the senior secured credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. As of September 30, 2014, we had approximately $300.0 million available for additional borrowing under the senior secured revolving credit facility. If new debt is added to our and our subsidiaries’ existing debt levels, the related risks that we now face would increase. In addition, the indenture governing the exchange notes, the indenture governing the 2020 senior notes and the senior secured credit facility will not prevent us from incurring obligations that do not constitute prohibited indebtedness thereunder.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The senior secured credit facility, the indenture governing the 2020 senior notes and the indenture governing the exchange notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit the ability of the Issuer and the guarantors to, among other things:

 

  •   incur additional indebtedness or issue certain preferred equity;

 

  •   pay dividends on, repurchase, or make distributions in respect of the Issuer’s or the guarantors’ capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments;

 

  •   make certain investments;

 

  •   create certain liens;

 

  •   enter into agreements restricting the Issuer’s subsidiaries’ ability to pay dividends, loan money or transfer assets to the Issuer;

 

  •   consolidate, merge, sell, or otherwise dispose of all or substantially all of the Issuer’s or the guarantors’ assets;

 

  •   enter into certain transactions with the Issuer’s or the guarantor’s affiliates; and

 

  •   designate the Issuer’s subsidiaries as non-guarantor subsidiaries.

In addition, the restrictive covenants in our senior secured credit facility require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests will depend on our ongoing financial and operating performance, which, in turn, will be subject to economic conditions and to financial, market, and competitive factors, many of which are beyond our control.

A breach of any of these covenants could result in a default under one or more of these agreements, including as a result of cross default provisions and, in the case of the senior secured credit facility, permit the lenders to cease making loans to us. Upon the occurrence of an event of default under the senior secured credit facility or the indenture governing the 2020 senior notes, the creditors thereunder could elect to declare all amounts outstanding to be immediately due and payable and, in the case of our revolving credit facility, which is a part of the senior secured credit facility, terminate all commitments to extend further credit. Such action by our creditors could cause cross defaults under the indenture governing the exchange notes. Please see the section entitled “Description of Other Indebtedness.”

If our operating performance declines, we may be required to obtain waivers from the lenders under the senior secured credit facility, from the holders of our 2020 senior notes or from the holders of other obligations, to avoid defaults thereunder. If we are not able to obtain such waivers, our creditors could exercise their rights upon default, and we could be forced into bankruptcy or liquidation. See “Description of Other Indebtedness.”

 

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Furthermore, if we were unable to repay the amounts due and payable under our secured obligations, the creditors thereunder could proceed against the collateral granted to them to secure our obligations thereunder. We have pledged a significant portion of our assets, including our ownership interests in certain of our directly owned subsidiaries, as collateral under our senior secured credit facility. If the creditors under our senior secured credit facility accelerate the repayment of our debt obligations, we cannot assure you that we will have sufficient assets to repay our senior secured credit facility, the 2020 senior notes and our other indebtedness, including the exchange notes, or will have the ability to borrow sufficient funds to refinance such indebtedness. Even if we were able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us. See “Description of Other Indebtedness.”

When the senior secured credit facility or the 2020 senior notes mature, we may not be able to refinance or replace them.

Each of the senior secured credit facility and the 2020 senior notes has an earlier maturity date than that of the exchange notes offered hereby. When the senior secured credit facility or the 2020 senior notes mature, we may need to refinance them and may not be able to do so on favorable terms or at all. If we are able to refinance maturing indebtedness, the terms of any refinancing or alternate credit arrangements may contain terms and covenants that restrict our financial and operating flexibility.

We may not be able to generate sufficient cash to service all of our indebtedness, including the exchange notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the exchange notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital, or restructure or refinance our indebtedness, including the exchange notes. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments, including the senior secured credit facility, the indenture governing the 2020 senior notes and the indenture governing the notes, may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

There are circumstances other than repayment or discharge of the exchange notes under which the guarantees of the exchange notes will be released automatically, without your consent or the consent of the trustee, and you may not realize any payment upon release of such guarantees.

The guarantee of a guarantor will be automatically released in connection with a sale of such guarantor in a transaction not prohibited by the indenture governing the exchange notes. The indenture governing the exchange notes permits us to designate one or more of the guarantors as an unrestricted subsidiary under certain circumstances. If we designate a guarantor as an unrestricted subsidiary for purposes of the indenture governing the exchange notes, any guarantees of the exchange notes by such subsidiary or any of its subsidiaries will be released under the indenture governing the exchange notes. In addition, the creditors of such subsidiary and its subsidiaries will have an effectively senior claim on the assets of such subsidiary and its subsidiaries. See “Description of Exchange Notes.”

 

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The exchange notes will be unsecured and will be effectively subordinated to the Issuer’s and the guarantors’ secured debt, including the senior secured credit facility, and structurally subordinated to the indebtedness of our non-guarantor subsidiaries.

The Issuer’s obligations under the exchange notes and the guarantors’ obligations under the guarantees of the exchange notes will not be secured by any of our assets. Borrowings under our senior secured credit facility are secured by a security interest in substantially all of the Issuer’s assets and the assets of the guarantors. In addition, the indenture governing the exchange notes permits us to incur additional secured debt. As a result, the exchange notes and the guarantees will be effectively subordinated to all of the Issuer’s and the guarantors’ secured debt and other obligations to the extent of the value of the assets securing such obligations. As of September 30, 2014, we had $867.8 million of secured debt outstanding under our senior secured credit facility, and an additional $300.0 million of availability under our senior secured credit facility. If the Issuer and the guarantors were to become insolvent or otherwise fail to make payments on the exchange notes, holders of the Issuer’s and the guarantors’ secured obligations would be paid first and would receive payments from the assets securing such obligations before the holders of the exchange notes would receive any payments. You may therefore not be fully repaid in the event we become insolvent or otherwise fail to make payments on the exchange notes.

The exchange notes are structurally subordinated to indebtedness and other liabilities of our current and future subsidiaries that are not guarantors under the exchange notes. The indenture governing the exchange notes allows the non-guarantor subsidiaries to incur certain additional indebtedness in the future. Any right that the Issuer or the guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of the exchange notes to realize proceeds from the sale of any of those subsidiaries’ assets, will be effectively subordinated to the claims of those non-guarantor subsidiaries’ creditors, including trade creditors and holders of preferred equity interests of those subsidiaries. Accordingly, in the event of a bankruptcy, liquidation, or reorganization of any of the non-guarantor subsidiaries, such non-guarantor subsidiaries will pay the holders of their debts, holders of their preferred equity interests, and their trade creditors before they will be able to distribute any of their assets to the Issuer or the guarantors. At September 30, 2014, the total liabilities of the Issuer’s subsidiaries (other than the subsidiary guarantors) were approximately $107.6 million, including trade payables, but excluding intercompany liabilities.

Federal and state fraudulent transfer laws and laws restricting distributions by insolvent subsidiaries may permit a court to void the exchange notes and the guarantees, subordinate claims in respect of the exchange notes and the guarantees, and require noteholders to return payments received and, if that occurs, you may not receive any payments on the exchange notes.

Federal and state fraudulent transfer and conveyance statutes and laws restricting distributions by insolvent subsidiaries may apply to the issuance of the exchange notes and the incurrence of any guarantees of the exchange notes entered into upon issuance of the exchange notes and guarantees that may be entered into thereafter under the terms of the indenture governing the exchange notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the exchange notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) the Issuer or any of the guarantors, as applicable, issued the exchange notes or incurred the guarantees with the intent of hindering, delaying, or defrauding creditors or (2) the Issuer or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the exchange notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

 

  •   the Issuer or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the exchange notes or the incurrence of the guarantees;

 

  •   the issuance of the exchange notes or the incurrence of the guarantees left the Issuer or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;

 

  •   the Issuer or any of the guarantors intended to, or believed that the Issuer or the guarantors would, incur debts beyond the Issuer’s or guarantors’ ability to pay such debts as they mature; or

 

  •   the Issuer or any of the guarantors issued the exchange notes or its guarantee, as applicable, to or for the benefit of an insider, or incurred such obligation to or for the benefit of an insider, under an employment contract and not in the ordinary course of business.

 

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A court would likely find that the Issuer or a guarantor did not receive reasonably equivalent value or fair consideration for the exchange notes or such guarantee if the Issuer or guarantors did not substantially benefit directly or indirectly from the issuance of the exchange notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

We cannot be certain as to the standards a court would use to determine whether or not the Issuer or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to the Issuer’s or the guarantors’ other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

 

  •   the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

 

  •   the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

 

  •   it could not pay its debts as they become due.

If a court were to find that the issuance of the exchange notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the exchange notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of the Issuer or of the related guarantor, or require the holders of the exchange notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the exchange notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt.

Although each guarantee entered into by one of our subsidiaries will contain a provision intended to limit such guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless.

Holders of the exchange notes may not be able to determine when a change of control giving rise to their right to have the notes repurchased has occurred following a sale of “substantially all” of our assets.

The definition of change of control in the indenture governing the exchange notes includes a phrase relating to the sale of “all or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of exchange notes to require us to repurchase its exchange notes as a result of a sale of less than all our assets to another person may be uncertain.

The Issuer may not be able to repurchase the exchange notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, the Issuer will be required to offer to repurchase all outstanding exchange notes at 101% of their principal amount plus accrued and unpaid interest. The source of funds for any such purchase of the exchange notes will be the Issuer’s available cash or cash generated from its subsidiaries’ operations or other sources, including borrowings, sales of assets, or sales of equity. The Issuer may not be able to repurchase the exchange notes upon a change of control because it may not have sufficient financial resources to purchase all of the exchange notes that are tendered upon a change of control. The Issuer’s senior secured credit facility currently prohibits the repurchase of the exchange notes. The Issuer’s failure to repurchase the exchange notes upon a change of control would cause a default under the indenture governing the exchange notes. Any future debt agreements may contain similar provisions.

 

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There is no established trading market for the exchange notes and there is no guarantee that an active trading market for the exchange notes will develop. You may not be able to sell the exchange notes readily or at all or at or above the price that you paid.

The exchange notes are a new issue of securities and there is no established trading market for them. We do not intend to apply for the exchange notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. The initial purchasers in the private offering advised us that they intended to make a market in the exchange notes, but they are not obligated to do so and may discontinue any market making in the exchange notes at any time, in their sole discretion. You may not be able to sell your exchange notes at a particular time or at favorable prices. As a result, we cannot assure you as to the liquidity of any trading market for the exchange notes. Accordingly, you may be required to bear the financial risk of your investment in the exchange notes indefinitely. If a trading market were to develop, future trading prices of the exchange notes may be volatile and will depend on many factors, including:

 

  •   our operating performance and financial condition;

 

  •   the interest of securities dealers in making a market for them; and

 

  •   the market for similar securities.

The market for non-investment grade debt historically has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market for the exchange notes, if any, may be subject to similar disruptions that could adversely affect their value. In addition, subsequent to their initial issuance, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance, and other factors.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our debt currently has a non-investment grade rating, and there can be no assurance that any rating assigned by the rating agencies will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital, which could have a materially adverse impact on our financial condition and results of operations.

Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Our borrowings under the senior secured revolving credit facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. The applicable margin with respect to the loans under the senior secured credit facility is a percentage per annum equal to a reference rate plus the applicable margin. As of September 30, 2014, each quarter point change in interest rates would result in an approximate $2.2 million change in annual interest expense on the senior secured revolving credit facility. In the future, we may enter into interest rate swaps, involving the exchange of floating for fixed rate interest payments, to reduce interest rate volatility.

 

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USE OF PROCEEDS

The exchange offer is intended to satisfy certain obligations of AmSurg under the Registration Rights Agreement. We will not receive any proceeds from the issuance of the exchange notes. In exchange for issuing the exchange notes as contemplated in this exchange offer, we will receive private notes in the same principal amount. The form and terms of the exchange notes are identical in all material respects to the form and terms of the private notes, except as described below under the heading “The Exchange Offer—Terms of the Exchange Offer.” The private notes tendered in exchange for the exchange notes will be retired and cancelled and cannot be re-issued. Accordingly, issuance of the exchange notes will not result in any increase in our outstanding indebtedness.

 

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SELECTED HISTORICAL FINANCIAL DATA

The following selected consolidated financial and operating data should be read in conjunction with (i) “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2013 and (iii) “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and the related notes thereto included in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, which is incorporated by reference in this prospectus. The selected consolidated statement of earnings data set forth below for the years ended December 31, 2013, 2012 and 2011, and the selected consolidated balance sheet data set forth below at December 31, 2013 and 2012, are derived from our audited consolidated financial statements and related notes thereto which are incorporated by reference into this prospectus. Such historical consolidated financial information for the years ended December 31, 2013, 2012 and 2011 have not been recast to reflect the results of operations of five centers that were discontinued during the nine months ended September 30, 2014 due to the immateriality of such reclassification. The selected consolidated statement of earnings data set forth below for the years ended December 31, 2010 and 2009, and the selected consolidated balance sheet data set forth below at December 31, 2011, 2010 and 2009, are derived from our audited consolidated financial statements and related notes thereto that are not incorporated by reference in this prospectus. The selected historical financial and operating data as of and for the nine months ended September 30, 2014 and 2013 were derived from our unaudited condensed consolidated financial statements incorporated by reference in this prospectus and in management’s opinion, reflect all adjustments, consisting of normal accruals, necessary for a fair presentation of the information in these periods. Only the historical financial and operating data as of and for the nine months ended September 30, 2014 includes the impact of the Sheridan acquisition subsequent to July 16, 2014, the effective date of the Sheridan acquisition. The historical results presented below are not necessarily indicative of the results to be expected for any future period.

 

    Years
Ended December 31,		    

Nine Months Ended

September 30,

  
    2013     2012     2011     2010     2009     2014     2013  
    (dollars in thousands, except per share data)  

Consolidated Statement of Earnings Data:

              

Net Revenues

   $ 1,079,343      $ 923,182      $ 772,075      $ 685,944      $ 636,016      $ 1,042,873      $ 780,714   

Operating expenses

     746,666        643,993        534,094        464,233        422,137        786,951        539,644   

Gain on deconsolidation

     2,237        —          —          —          —          3,411        2,237   

Equity in earnings of unconsolidated affiliates

     3,151        1,564        613        —          —          3,461        2,193   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Operating income

     338,065        280,753        238,594        221,711        213,879        262,794        245,500   

Interest expense

     29,538        16,967        15,327        13,471        7,751        52,909        22,346   

Debt extinguishment costs

     —          —          —          —          —          16,887        —     
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Earnings from continuing operations before income taxes

     308,527        263,786        223,267        208,240        206,128        192,998        223,154   

Income tax expense

     49,754        42,364        34,973        32,654        33,265        25,872        35,715   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net earnings from continuing operations

     258,773        221,422        188,294        175,586        172,863        167,126        187,439   

Discontinued operations:

              

Earnings from operations of discontinued interests in surgery centers, net of income tax

     169        2,196        3,363        7,642        9,189        363        3,215   

Gain (loss) on disposal of discontinued interests in surgery centers, net of income tax

     2,602        25        (1,543 )      (2,732 )      (702 )      (1,780 )      (278 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net earnings (loss) from discontinued operations

     2,771        2,221        1,820        4,910        8,487        (1,417 )      2,937   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net earnings

     261,544        223,643        190,114        180,496        181,350        165,709        190,376   

Less net earnings attributable to noncontrolling interests

     188,841        161,080        140,117        130,671        129,202        139,387        137,231   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net earnings attributable to AmSurg Corp. shareholders

     72,703        62,563        49,997        49,825        52,148        26,322        53,145   

Preferred stock dividends

     —          —          —          —          —          (2,239 )      —     
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net earnings attributable to AmSurg Corp. common shareholders

   $ 72,703      $ 62,563      $ 49,997      $ 49,825      $ 52,148      $ 24,083      $ 53,145   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Amounts attributable to AmSurg Corp. common shareholders:

              

Earnings from continuing operations, net of tax

   $ 72,653      $ 62,235      $ 50,025      $ 49,576      $ 49,297      $ 25,569      $ 52,192   

Discontinued operations, net of tax

     50        328        (28 )      249        2,851        (1,486 )      953   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net earnings attributable to AmSurg Corp. common shareholders

   $ 72,703      $ 62,563      $ 49,997      $ 49,825      $ 52,148      $ 24,083      $ 53,145   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

 

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    Years
Ended December 31,		    

Nine Months Ended

September 30,

  
    2013     2012     2011     2010     2009     2014     2013  
    (dollars in thousands, except per share data)  

Earnings per share-basic:

              

Net earnings from continuing operations attributable to AmSurg Corp. common shareholders

   $ 2.32      $ 2.02      $ 1.64      $ 1.64      $ 1.61      $ 0.70      $ 1.67   

Net earnings attributable to AmSurg Corp. common shareholders

   $ 2.32      $ 2.03      $ 1.64      $ 1.65      $ 1.71      $ 0.66        1.70   

Earnings per share-diluted:

              

Net earnings from continuing operations attributable to AmSurg Corp. common shareholders

   $ 2.27      $ 1.97      $ 1.60      $ 1.62      $ 1.60      $ 0.69      $ 1.64   

Net earnings attributable to AmSurg Corp. common shareholders

   $ 2.28      $ 1.98      $ 1.60      $ 1.62      $ 1.69      $ 0.65        1.67   

Weighted average number of shares and share equivalents outstanding:

              

Basic

     31,338        30,773        30,452        30,255        30,576        36,620        31,267   

Diluted

     31,954        31,608        31,211        30,689        30,862        37,026        31,912   

Consolidated Balance Sheet Data:

              

Cash and cash equivalents

   $ 50,840      $ 46,398      $ 40,718      $ 34,147      $ 29,377      $ 194,081      $ 45,503   

Working capital

     121,155        107,768        109,561        89,393        80,161        347,169        112,884   

Total assets

     2,177,944        2,044,586        1,573,018        1,165,878        1,066,831        5,421,357        2,147,581   

Long-term debt and other long-term liabilities

     608,801        646,677        476,094        307,619        318,819        2,322,380        625,609   

Non-redeemable and redeemable noncontrolling interests

     539,056        486,360        302,858        160,539        128,618        579,411        527,039   

AmSurg Corp. shareholders’ equity

     764,197        689,488        616,245        564,068        505,116        1,654,676        739,590   

Statement of Cash Flows Data:

              

Cash flows provided by operating activities

   $ 332,824      $ 295,652      $ 243,423      $ 230,575      $ 232,584      $ 276,051      $ 248,933   

Cash flows used in investing activities

     (98,738 )      (298,943 )      (254,367 )      (72,905 )      (112,792 )      (2,158,192 )      (79,908 ) 

Cash flows (used in) provided by financing activities

     (229,644 )      8,971        17,515        (152,900 )      (121,963 )      2,025,382        (169,920 ) 

Other Operating and Financial Data:

              

Continuing centers at end of period

     242        237        221        195        188        243        236   

Procedures performed during period

     1,647,353        1,518,707        1,362,415        1,238,231        1,174,278        1,214,602        1,192,112   

Same-center revenue increase (decrease)

     1 %      3 %      1 %      (2 )%      0 %      1 %      0 % 

 

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

We sold the private notes in transactions that were exempt from the registration requirements of the Securities Act. Accordingly, the private notes are subject to transfer restrictions. In general, you may not offer or sell the private notes unless either they are registered under the Securities Act or the offer or sale is exempt from registration under the Securities Act and applicable state securities laws.

As a condition to the initial sale of the private notes, the Issuer and the guarantors entered into the Registration Rights Agreement. In the Registration Rights Agreement, the Issuer and the guarantors agreed for the benefit of the holders of the private notes that they would file with the SEC and each use their commercially reasonable efforts to cause to become effective a registration statement relating to an offer to exchange the private notes for the exchange notes with terms identical to the private notes (except that the exchange notes will not be subject to additional interest or restrictions on transfer).

When the SEC declares the exchange offer registration statement effective, we will offer the exchange notes in return for the private notes. The exchange offer will remain open for at least 20 full business days after the date we mail notice of the exchange offer to noteholders. For each private note surrendered to us under the exchange offer, the noteholder will receive an exchange note of equal principal amount. Interest on each exchange note will accrue from (i) the later of (a) the last date on which interest was paid on the private notes or (b) if the expiration date is in a period that includes the record date for an interest payment date to occur on or after the expiration date and as to which interest will be paid, the date of such interest payment date or (ii) if no such interest has been paid, from July 16, 2014.

If (i) applicable law or applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer, (ii) the exchange offer is not consummated by April 10, 2015, which is 270 days after the closing date of the private notes offering, which we refer to as the “Exchange Date,” or (iii) we receive a written request from an initial purchaser representing that it holds notes that are or were ineligible to be exchanged in the exchange offer (which we refer to as a “shelf registration request”), we will use our commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the notes and to keep the shelf registration statement effective for a period of one year from the effective date of the shelf registration statement, or such shorter period that will terminate when all notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement.

We will, in the event of such a shelf registration, provide to each noteholder copies of a prospectus, notify each noteholder when the shelf registration statement has become effective and take certain other actions to permit resales of the notes. A noteholder that sells notes under the shelf registration statement generally will be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a noteholder (including certain indemnification obligations).

In the event that on the Exchange Date the exchange offer has not been consummated or a shelf registration statement covering resales of the notes has not been declared effective by the SEC, then the interest rate on the notes eligible for inclusion in such registration statement will be increased by (i) 0.25% per annum for the first 90-day period immediately following the occurrence of the Exchange Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum of 1.00% per annum, in each case until and including the date that the exchange offer is consummated or the shelf registration statement is declared.

The Registration Rights Agreement provides that we and the guarantors (1) shall make available for a period of up to 90 days after the consummation of the exchange offer the prospectus contained in the exchange offer registration statement, as it may be amended or supplemented from time to time, to any broker-dealer for use in connection with any resale of any exchange notes and (2) shall pay all reasonable expenses incident to the exchange offer and will jointly and severally indemnify the holders and each initial purchaser of the notes against certain liabilities, including liabilities under the Securities Act.

 

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This summary of the provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, a copy of which is available from us upon request.

Terms of the Exchange Offer

Subject to the terms and conditions in this prospectus and in the letter of transmittal, we will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding private notes properly tendered pursuant to the exchange offer and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. Private notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

As of the date of this prospectus, $1,100,000,000 in aggregate principal amount of the 5.625% senior notes due 2022 are outstanding. This amount is registered in the name of Cede & Co., as nominee for The Depository Trust Company. Solely for reasons of administration, we have fixed the close of business on                     , 2014 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially.

In connection with the exchange offer, neither the Tennessee Business Corporation Act nor the indenture governing the notes gives you any appraisal or dissenters’ rights nor any other right to seek monetary damages in court. We intend to conduct the exchange offer in accordance with the provisions of the Registration Rights Agreement and the applicable requirements of the Exchange Act and the related SEC rules and regulations.

For all relevant purposes, we will be regarded as having accepted properly tendered private notes if and when we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the surrendering holders of private notes for the purposes of receiving the exchange notes from us. If any tendered private notes are not accepted for exchange because of an invalid tender or the occurrence of specified other events set forth in this prospectus, the certificates for any unaccepted private notes will be promptly returned, without expense, to the tendering holder after the expiration or termination of the exchange offer.

If you tender private notes in the exchange offer, you will not be required to pay brokerage commissions or fees. In addition, subject to the instructions in the letter of transmittal, you will not have to pay transfer taxes for the exchange of private notes. We will pay all charges and expenses, other than certain applicable taxes described under “—Fees and Expenses” below.

By executing or otherwise becoming bound by the letter of transmittal, you will be making the representations described under “—Representations on Tendering Private Notes” below.

We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any private notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under “Conditions to the Exchange Offer.”

Expiration Date; Extensions; Amendments

The “expiration date” is 5:00 p.m., New York City time, on ,                     , 2015 (the 21st business day following commencement of the exchange offer), unless we, in our sole discretion, extend the exchange offer, in which case the expiration date is the latest date and time to which we extend the exchange offer.

In order to extend the exchange offer, we will:

 

  •   notify the exchange agent of any extension by oral notice (promptly confirmed in writing) or written notice; and

 

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  •   issue a press release or other public announcement which will include disclosure of the approximate number of private notes deposited; such press release or announcement would be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We expressly reserve the right:

 

  •   to delay accepting any private notes, but only to the extent that such delay is the result of an extension of the exchange offer and permitted by Rule 14e–1 promulgated under the Exchange Act;

 

  •   to extend the exchange offer; and

 

  •   if, in the opinion of our counsel, the consummation of the exchange offer would violate any law or interpretation of the staff of the SEC, to terminate or amend the exchange offer by giving oral or written notice to the exchange agent.

Any delay in acceptance, extension, termination or amendment will be promptly followed by a press release or other public announcement describing such delay in acceptance, extension, termination or amendment and disclosing the aggregate principal amount of private notes tendered, if any, to the date of the press release. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement that will be distributed to the holders. We will also extend the exchange offer for a period of at least five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise expire during the five– to ten–business–day period following such amendment.

We will have no obligation to publish, advertise, or otherwise communicate any public announcement of any delay, extension, amendment or termination that we may choose to make, other than by making a timely release to an appropriate news agency.

Interest on the Exchange Notes

The exchange notes will accrue interest on the same terms as the private notes, i.e., at the rate of 5.625% per year from July 16, 2014, payable semi–annually in arrears on January 15 and July 15 of each year, with the next interest payment date being July 15, 2015.

Resale of the Exchange Notes

Based upon an interpretation by the staff of the SEC contained in no-action letters issued to third parties, we believe that you may exchange private notes for exchange notes in the ordinary course of business. For further information on the SEC’s position, see Exxon Capital Holdings Corporation, available May 13, 1988, Morgan Stanley & Co. Incorporated, available June 5, 1991 and Shearman & Sterling, available July 2, 1993, and other interpretive letters to similar effect. You will be allowed to resell exchange notes to the public without further registration under the Securities Act and without delivering to purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act so long as you do not participate, do not intend to participate, and have no arrangement with any person to participate, in a distribution of the exchange notes. However, the foregoing does not apply to you if you are: a broker-dealer who purchased the exchange notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act; or you are an “affiliate” of ours within the meaning of Rule 405 under the Securities Act.

In addition, if you are a broker-dealer, you acquire exchange notes in the exchange offer for the purpose of distributing or participating in the distribution of the exchange notes or you are an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, you cannot rely on the position of the staff of the SEC contained in the no-action letters mentioned above and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.

Each broker-dealer that receives exchange notes for its own account in exchange for private notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal for use in connection with any such resale will state that by so acknowledging and by delivering a prospectus, a broker-dealer

 

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will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for private notes which the broker-dealer acquired as a result of market-making or other trading activities.

See “Plan of Distribution” for more information regarding broker–dealers.

Procedures For Tendering

To tender your private notes in this exchange offer, you must use one of the two alternative procedures described below:

 

  (1) Book-entry delivery procedure: Send a timely confirmation of a book-entry transfer of your private notes into the exchange agent’s account at The Depository Trust Company in accordance with the procedures for book-entry transfer described under “—Book-Entry Transfer” below, on or before 10:00 a.m., New York City time, on the expiration date.

 

  (2) Guaranteed delivery procedure: If time will not permit you to complete your tender by using the procedures described in (1) above before the expiration date and this procedure is available, comply with the guaranteed delivery procedures described under “—Guaranteed Delivery Procedures” below.

In order for the tender to be effective, the exchange agent must receive the private notes, a completed letter of transmittal, an agent’s message or a notice of guaranteed delivery, and all other required documents before 5:00 p.m., New York City time, on the expiration date.

The method of delivery of private notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk, and the delivery will be deemed made only when actually received or confirmed by the exchange agent.

You should allow sufficient time to assure delivery to the exchange agent before the expiration date. Do not send the letter of transmittal or any private notes to us. You may ask your broker, dealer, commercial bank, trust company or nominee to perform these transactions for you.

If you do not withdraw your surrender of private notes prior to the expiration date, you will be regarded as agreeing to surrender the exchange notes in accordance with the terms and conditions in this exchange offer.

If you are a beneficial owner of the private notes and your private notes are held through a broker, dealer, commercial bank, trust company or other nominee and you want to surrender your private notes, you should contact your intermediary promptly and instruct it to surrender the private notes on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your private notes, either arrange to have your private notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take an extended period of time.

By tendering, you will make the representations described below under “—Representations on Tendering Private Notes.” In addition, each participating broker–dealer must acknowledge that it will deliver a prospectus in connection with any resale of the private notes. See “Plan of Distribution.”

Your tender and our acceptance of the tender will constitute the agreement between you and us set forth in this prospectus and in the letter of transmittal.

Acceptance of Tendered Private Notes

All questions as to the validity, form, acceptance, withdrawal and eligibility, including time of receipt of tendered private notes, will be determined by us in our sole discretion, which will be final and binding.

 

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We reserve the absolute right:

 

  •   to reject any and all private notes not properly tendered;

 

  •   to reject any private notes if our acceptance of them would, in the opinion of our counsel, be unlawful; and

 

  •   to waive any defects, irregularities or conditions of tender as to particular private notes.

Unless waived, you must cure any defects or irregularities in connection with tenders of private notes within the time period we will determine. If we waive any defects, irregularities or conditions of tender as to particular private notes, we will extend the same waiver to all holders with respect to that defect, irregularity or condition being waived.

Although we intend to notify holders of defects or irregularities in connection with tenders of private notes, neither we, the exchange agent nor anyone else will be liable for failure to give such notice. Tenders of private notes will not be deemed to have been made until any defects or irregularities have been cured or waived.

We do not currently intend to acquire any private notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any private notes that are not tendered pursuant to the exchange offer. We reserve the right in our sole discretion to purchase or make offers for any private notes that remain outstanding after the expiration date. To the extent permitted by applicable law, we also reserve the right in our sole discretion to purchase private notes in the open market, in privately negotiated transactions or otherwise. The terms of any future purchases or offers could differ from the terms of the exchange offer.

Representations on Tendering Private Notes

By surrendering private notes pursuant to the exchange offer, you will be telling us that, among other things,

 

  •   the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the holder;

 

  •   at the time of the exchange offer, neither you nor, to your actual knowledge, any other person receiving the exchange notes from you has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

 

  •   neither you nor, to your knowledge, any other person receiving exchange notes from you is an “affiliate,” as defined in Rule 405 under the Securities Act, of AmSurg or any subsidiary guarantor, or, if you or any such other person is an “affiliate,” you or any such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

 

  •   at the time of the exchange offer, neither you nor, to your knowledge, any other person receiving exchange notes from you is engaging in or intends to engage in, a distribution of the exchange notes.

If you are a broker–dealer and you will receive exchange notes for your own account in exchange for private notes that were acquired as a result of market–making activities or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of such exchange notes.

Return of Private Notes

If any tendered private notes are not accepted for any reason described in this prospectus or if private notes are withdrawn or are submitted for a greater principal amount than you desire to exchange, those private notes will be promptly returned after the expiration or termination of the exchange offers, as applicable, at our cost, to (i) the person who tendered them or (ii) in the case of private notes tendered by book–entry transfer, the exchange agent’s account at The Depository Trust Company. Any such private notes will be returned to the tendering person or credited to an account maintained with The Depository Trust Company promptly.

 

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Book–Entry Transfer

Any financial institution that is a participant in The Depository Trust Company’s systems may make book-entry deliveries of private notes by causing The Depository Trust Company to transfer the private notes into the exchange agent’s account at The Depository Trust Company in accordance with The Depository Trust Company’s procedures for transfer. To effectively tender private notes through The Depository Trust Company, the financial institution that is a participant in The Depository Trust Company will electronically transmit its acceptance through the Automatic Tender Offer Program. The Depository Trust Company will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by The Depository Trust Company to the exchange agent stating that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the private notes that this participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant. The exchange agent will make a request to establish an account for the private notes at The Depository Trust Company for purposes of the exchange offer within two business days after the date of this prospectus.

A delivery of private notes through a book-entry transfer into the exchange agent’s account at The Depository Trust Company will only be effective if an agent’s message or the letter of transmittal or a facsimile of the letter of transmittal with any required signature guarantees and any other required documents is transmitted to and received by the exchange agent at the address indicated below under “—Exchange Agent” on or before the expiration date unless the guaranteed delivery procedures described below are complied with. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If you wish to surrender your private notes and (i) your private notes are not readily available so you cannot meet the expiration date deadline, (ii) you cannot deliver your private notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date or (iii) the procedures for book-entry transfer cannot be completed on a timely basis and agent’s message delivered, you may still participate in the exchange offer if:

 

  •   the surrender is made through an eligible institution;

 

  •   prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing:

 

  •   the name and address of the holder, the certificate number(s) of the private notes, if applicable, and the principal amount of private notes tendered; and

 

  •   a statement that the surrender is being made thereby;

 

  •   a guarantee that, within five trading days after the expiration date, the letter of transmittal, together with the certificate(s) representing the private notes in proper form for transfer or a book–entry confirmation with an agent’s message, as the case may be, and any other required documents, will be deposited by the eligible institution with the exchange agent; and

 

  •   the properly executed letter of transmittal, as well as the certificate(s) representing all tendered private notes in proper form for transfer or a book–entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within five trading days after the expiration date.

The exchange agent will send you a notice of guaranteed delivery upon your request if you wish to surrender your private notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw your tender of private notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

 

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For a withdrawal to be effective:

 

  •   the exchange agent must receive a written or facsimile transmission notice of withdrawal at its address set forth below under “—Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date; or

 

  •   for The Depository Trust Company participants, holders must comply with The Depository Trust Company’s standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from The Depository Trust Company.

Any notice of withdrawal must:

 

  •   specify the name of the person having deposited the private notes to be withdrawn;

 

  •   identify the private notes to be withdrawn, including the certificate number or numbers, if applicable, and principal amount of the private notes;

 

  •   be signed by the holder in the same manner as the original signature on the letter of transmittal by which the private notes were tendered, if applicable;

 

  •   specify the name in which the private notes are to be re–registered, if different from that of the withdrawing holder; and

 

  •   if applicable because the private notes have been tendered through the book–entry procedure, specify the name and number of the participant’s account at The Depository Trust Company to be credited, if different than that of the person having tendered the private notes to be withdrawn.

We will determine in our sole discretion all questions as to the validity, form, eligibility and time of receipt of notices, and our determination will be final and binding upon all parties. Any private notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued unless the private notes so withdrawn are validly re–tendered. Properly withdrawn private notes may be re–tendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange the exchange notes for, any private notes, and we may terminate the exchange offer as provided in this prospectus before the acceptance of those private notes if, in our reasonable judgment, any of the following conditions has occurred or exists or has not been satisfied or waived prior to the expiration of the exchange offer:

 

  •   the exchange offer violates applicable law or any applicable interpretation of the Staff of the SEC;

 

  •   any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our reasonable judgment, would materially impair our ability to proceed with the exchange offer;

 

  •   any governmental approval, which we deem necessary for the consummation of the exchange offer, has not been obtained; or

 

  •   the noteholders shall have satisfied customary conditions relating to the delivery of the private notes and the execution and delivery of customary documentation relating to the exchange offer which is discussed above under “—Procedures For Tendering,” including the representations discussed above under “—Representations on Tendering Private Notes.”

If we determine in our reasonable judgment that any of these conditions are not satisfied, we may:

 

  •   refuse to accept any private notes and promptly return all tendered private notes to the tendering holders, or in the case of private notes tendered by book-entry transfer procedures described above, promptly credit to an account maintained with the book-entry transfer facility;

 

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  •   extend the exchange offer and retain all private notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered the private notes to withdraw their tendered private notes at any time prior to the new expiration date; or

 

  •   waive the unsatisfied conditions with respect to the exchange offer for all noteholders and accept all properly tendered private notes which have not been withdrawn. If that waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders, and we will extend the exchange offer to the extent required by law.

The conditions listed above are for our sole benefit and we may assert these rights regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time prior to the expiration of the exchange offer, except for waivers of government approvals which we may make after the expiration of the exchange offer; provided, however, that we will not waive any condition with respect to an individual holder of private notes unless we waive the condition for all such noteholders. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of these rights, and these rights will be deemed ongoing rights which may be asserted at any time prior to the expiration date.

The exchange offer is not conditioned upon any minimum principal amount of private notes being submitted for exchange.

Termination of Certain Rights

All registration rights under the Registration Rights Agreement benefiting the holders of the private notes will terminate when we consummate the exchange offer. That includes all rights to receive additional interest in the event of a registration default under the Registration Rights Agreement.

Exchange Agent

We have appointed U.S. Bank National Association as the exchange agent for the exchange offer. You should direct any questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notice of guaranteed delivery to the exchange agent, addressed as follows:

By mail, hand or overnight courier:

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

Attention: Specialized Finance

By facsimile:

(651) 466-7372

Confirm by telephone:

(800) 934-6802

U.S. Bank National Association also serves as trustee under the indenture governing the notes.

Fees and Expenses

We will bear the expenses of soliciting tenders in this exchange offer, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

We have not retained a dealer–manager in connection with the exchange offer, and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out–of–pocket expenses in connection with providing the services.

 

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We will pay any transfer taxes applicable to the exchange of private notes. If, however, a transfer tax is imposed for any reason other than the exchange, then the amount of any transfer taxes will be payable by the person surrendering the notes. If you do not submit satisfactory evidence of payment of taxes or of an exemption with the letter of transmittal, the amount of those transfer taxes will be billed directly to you.

Accounting Treatment

We will record the exchange notes at the same carrying value as the private notes as reflected in our accounting records on the date of exchange.

Therefore, we will not recognize a gain or loss for accounting purposes. We will amortize the expenses of the exchange offer and the unamortized expenses related to the issuance of the private notes over the term of the exchange notes.

Consequence of Failure to Exchange

You do not have to participate in the exchange offer. You should carefully consider whether to accept the terms and conditions of this exchange offer. We urge you to consult your financial and tax advisors in deciding what action to take with respect to the exchange offer.

Private notes that are not exchanged will remain “restricted securities” within the meaning of Rule 144(a)(3)(iii) of the Securities Act. Accordingly, they may not be offered, sold, pledged or otherwise transferred except:

 

  •   so long as the private notes are eligible for resale under Rule 144A under the Securities Act, to a person who the seller reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A, purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;

 

  •   outside the U.S. to a foreign person in accordance with the requirements of Regulation S under the Securities Act;

 

  •   pursuant to an exemption from registration under the Securities Act provided by Rule 144, if available;

 

  •   pursuant to an effective registration statement under the Securities Act; or

 

  •   pursuant to another available exemption from the registration requirements of the Securities Act, in each case in accordance with all other applicable securities laws.

Additionally, we expect that, following the consummation of the exchange offer, the trading market for the private notes will be negatively affected because of the limited amount of private notes expected to remain outstanding. See “Risk Factors” for more information about the risks of not participating in the exchange offer.

 

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DESCRIPTION OF OTHER INDEBTEDNESS

Description of Senior Secured Credit Facility

We maintain a senior secured credit facility pursuant to a credit agreement, dated as of July 16, 2014, among AmSurg Corp., Citibank, N.A., as Administrative Agent, and the other lenders thereto. Set forth below is a summary of the terms of our senior secured credit facility. Such summary is not complete and is qualified in its entirety by reference to the complete text of the underlying credit agreement and related documents.

The senior secured credit facility provides for senior secured financing consisting of (i) a $870.0 million term loan credit facility maturing in 2021 and (ii) a $300.0 million revolving credit facility, which includes a sublimit of $25.0 million for letters of credit and a $40.0 million swingline facility.

The credit agreement governing our senior secured credit facility includes an accordion feature that, subject to securing additional commitments from existing lenders or new lending institutions, allows us to increase the aggregate amount of the revolving loan facility and/or the term loan facility by an aggregate amount not to exceed the greater of (i) $300.0 million and (ii) an unlimited amount as long as our secured leverage ratio would not exceed 3.25:1.00 after giving pro forma effect to the incurrence of such increase. The lenders under these facilities are not under any obligation to provide any such incremental commitments and any such increase in commitments is subject to certain customary conditions precedent.

All borrowings under our senior secured credit facility are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

A portion of the proceeds of the senior secured credit facility were used to fund our acquisition of Sheridan and remaining proceeds are used for working capital and other general corporate purposes, including without limitation capital expenditures and permitted acquisitions.

Interest and Fees

At our election, loans made under the senior secured credit facility bear interest at (i) a base rate determined by reference to the higher of (a) the prime rate, (b) the United States federal funds rate plus 1/2 of 1.00% and (c) a one-month adjusted LIBOR rate plus 1.00% (provided, that, with respect to the term loan facility, in no event will the base rate be deemed to be less than 1.75%) (the “Base Rate”) or (ii) an adjusted LIBOR rate (provided, that, with respect to the term loan facility, in no event will the adjusted LIBOR rate be deemed to be less than 0.75%) (the “LIBOR Rate”), plus in either case an applicable margin. The applicable margin for borrowings under the term loan facility depends on our total leverage ratio and varies from 1.75% to 2.00% for Base Rate loans and 2.75% to 3.00% for LIBOR Rate loans. The applicable margin for borrowings under the revolving loan facility depends on our secured leverage ratio and varies from 1.75% to 2.00% for Base Rate loans and 2.75% to 3.00% for LIBOR Rate loans. We also pay a commitment fee of 0.375% per annum on the actual daily unused portion of the revolving loan facility. Letter of credit fees are payable in respect of outstanding letters of credit at a rate per annum equal to the applicable margin for LIBOR Rate loans.

Interest on Base Rate loans is payable at the end of each calendar quarter. Interest on LIBOR Rate loans is payable at the end of each interest rate period and at the end of each three-month interval within an interest rate period if the interest period is longer than three months.

Prepayments

The borrowings under the senior secured credit facility are prepayable without premium or penalty (other than customary breakage costs and other than, in certain circumstances, prepayments made on the term loan facility within six months of July 16, 2014). The credit agreement governing our senior secured credit facility requires us to repay certain amounts outstanding thereunder with (1) net cash proceeds of certain asset sales or other dispositions (including as a result of casualty or condemnation) that exceed certain thresholds, to the extent such proceeds are not reinvested or committed to be reinvested in the business in accordance with customary reinvestment provisions, (2) net cash proceeds of the incurrence of certain indebtedness and (3) a percentage of excess cash flow, which percentage is based upon our secured leverage ratio during the relevant fiscal period.

 

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Collateral and Guarantors

The obligations under the senior secured credit facility are guaranteed by substantially all of the Issuer’s existing and future direct and indirect U.S. subsidiaries, with certain customary or agreed upon exceptions. The Issuer and the guarantors have pledged the capital stock of certain directly owned subsidiaries and have pledged and granted a security interest in certain of their assets as collateral for the senior secured credit facilities.

Restrictive Covenants and Other Matters

The credit agreement governing our senior secured credit facility requires that we comply with customary affirmative and negative covenants. The revolving credit facility requires that we maintain a minimum interest coverage ratio and a maximum total leverage ratio. In addition, our senior secured credit facilities include, subject to significant exceptions, certain negative covenants restricting or limiting our ability to, among other things:

 

  •   incur, assume or permit to exist additional indebtedness or guarantees;

 

  •   incur liens and engage in sale leaseback transactions;

 

  •   make loans, investments and other advances;

 

  •   declare dividends, make payments or redeem or repurchase capital stock;

 

  •   engage in mergers, acquisitions and other business combinations;

 

  •   prepay, redeem or repurchase certain indebtedness;

 

  •   amend or otherwise alter terms of certain indebtedness including the notes;

 

  •   enter into agreements limiting subsidiary distributions;

 

  •   sell assets; or

 

  •   engage in certain transactions with affiliates.

The credit agreement governing our senior secured credit facility contains certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of certain guaranty or security documents supporting our senior secured credit facility to be in force and effect and certain changes of control. If such an event of default occurs, the lenders under our senior secured credit facility would be entitled to take various actions, including the acceleration of amounts due under our senior secured credit facility and all actions permitted to be taken by a secured creditor.

Description of 2020 Senior Notes

On November 7, 2012, AmSurg Corp. issued $250.0 million aggregate principal amount of its 5.625% senior notes due 2020. AmSurg Corp. issued its 2020 senior notes in transactions exempt from or not subject to registration under the Securities Act, pursuant to Rule 144A and Regulation S under the Securities Act. In connection with the offering of the 2020 senior notes, AmSurg Corp. exchanged the outstanding senior notes for new registered 2020 senior notes with substantially identical terms in May 2013.

 

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The obligations under the 2020 senior notes are guaranteed by AmSurg Corp.’s current and future direct and indirect wholly-owned subsidiaries, subject to certain exceptions. The 2020 senior notes are unsecured obligations and are pari passu in right of payment to the notes offered hereby.

The indenture governing the 2020 senior notes contains covenants that, among other things, limits AmSurg Corp.’s and the restricted subsidiaries’ ability to, among other things incur additional indebtedness or issue certain preferred equity; pay dividends on, repurchase, or make distributions in respect of AmSurg Corp.’s or the restricted subsidiaries’ capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments; make certain investments; create liens; enter into sale and leaseback transactions; enter into agreements restricting the AmSurg Corp.’s subsidiaries’ ability to pay dividends or make certain other distributions and transfers to AmSurg Corp.; consolidate, merge, sell, or otherwise dispose of all or substantially all of AmSurg Corp.’s or the restricted subsidiaries’ assets; and enter into certain transactions with AmSug Corp.’s or the restricted subsidiaries’ affiliates.

The entire unpaid principal balance of the 2020 senior notes is due and payable on November 30, 2020 with interest due May 30 and November 30 of each calendar year. Prior to November 30, 2015, AmSurg Corp. may redeem all or part of the 2020 senior notes at 100 percent of the principal amount thereof, together with accrued and unpaid interest, plus any applicable make-whole amount. In addition, prior to November 30, 2015, AmSurg Corp. may redeem up to 35% of the aggregate principal amount of the 2020 senior notes with proceeds from an equity offering at 105.625 percent of the principal amount thereof, together with accrued and unpaid interest. Beginning on November 30, 2015, AmSurg Corp. may redeem some or all of the 2020 senior notes at any time and from time to time at certain redemption prices, which, until 2018, will be at stated premiums over the principal amount.

 

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DESCRIPTION OF THE EXCHANGE NOTES

On July 16, 2014, AmSurg Escrow Corp., a wholly-owned subsidiary of AmSurg Corp. (the “Escrow Sub”) issued $1,100,000,000 aggregate principal amount of 5.625% senior notes due 2022 (the “private notes”) pursuant to an indenture, dated as of July 16, 2014 (as supplemented from time to time, the “Indenture”), by and among the Escrow Sub and U.S. Bank National Association, as trustee (in such capacity, together with its successors, the “Trustee”). On July 16, 2014 (the “Escrow Release Date”), the Escrow Sub merged with and into AmSurg Corp. and AmSurg Corp. entered into a supplemental indenture to the Indenture pursuant to which AmSurg Corp. assumed all of the obligations of Escrow Sub as issuer of the private notes, and the Guarantors entered into a subsequent supplemental indenture to the Indenture pursuant to which the Guarantors guaranteed the private notes on the terms set forth in the Indenture.

Certain terms used in this description are defined under the subheading “– Certain Definitions.” In this section only, references to “Company,” “we,” “our,” and “us” refer only to AmSurg Corp. and not to any of its subsidiaries and the “Notes” refers to the private notes and the exchange notes to be issued in the exchange offer.

We issued the private notes and will issue the exchange notes pursuant to the Indenture. Any private note that remains outstanding after the completion of the exchange offer, together with the exchange notes issued in connection with the exchange offer, will be treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and, except as specified below, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes are subject to all such terms pursuant to the provisions of the Indenture, and Holders of the Notes are referred to the Indenture and the TIA for a statement thereof.

The following description is only a summary of the material provisions of the Indenture and the Notes. It does not purport to be complete, and is qualified in its entirety by reference to all of the provisions of the Indenture, including the definition of certain terms. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes.

Anyone who receives this prospectus may obtain a copy of the Indenture without charge by writing to AmSurg Corp., 1A Burton Hills, Nashville, Tennessee 37215, Attention: Secretary.

Brief Description of the Notes

These Notes:

 

  •   are unsecured senior obligations of the Company;

 

  •   are senior in right of payment to any existing and future Subordinated Obligations of the Company; and

 

  •   are guaranteed by each Subsidiary Guarantor.

The Notes will also be effectively subordinated to all of the existing and future secured obligations of the Company to the extent of the value of the assets securing such indebtedness.

Principal, Maturity and Interest

The Notes will mature on July 15, 2022. Subject to our compliance with the covenant described under the subheading “—Certain Covenants—Limitation on Indebtedness,” we are permitted to issue more Notes from time to time under the Indenture (the “Additional Notes”).

To the extent required by applicable tax regulations, Additional Notes that are issued with original issue discount may not be fungible with other Notes, may trade under a separate CUSIP number and may be treated as a separate class for purposes of transfer and exchange. Nevertheless, the Notes offered hereby and any Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase.

 

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Interest on the Notes will accrue at the rate of 5.625% per annum.

Interest on the Notes will be payable semiannually in arrears on January 15 and July 15 of each year, with the next interest payment due on July 15, 2015. We will make each interest payment to the holders of record of the Notes on the immediately preceding January 1 and July 1. We will pay interest on overdue principal at 1% per annum in excess of the rate set forth above and will pay interest on overdue installments of interest at such higher rate to the extent lawful. Interest on the Notes will accrue from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Company will issue the Notes in denominations of $2,000 and any greater integral multiple of $1,000.

Paying Agent and Registrar for the Notes

The Company maintains one or more paying agents (each, a “paying agent”) for the Notes.

The Company also maintains one or more registrars (each, a “registrar”) and a transfer agent. The registrar and transfer agent will maintain a register reflecting the ownership of the Notes outstanding from time to time and will make payments on and facilitate transfer of the Notes on behalf of the Company at the office or agency of the registrar.

The Trustee will initially act as paying agent and registrar. The Company may change the paying agents, the registrars or the transfer agents without prior notice to the holders of the Notes. The Company or any Restricted Subsidiary may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange the Notes in accordance with the Indenture. The registrar and the Company may require a holder to furnish appropriate endorsements, Opinions of Counsel and transfer documents in connection with a transfer of the Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any of the Notes selected for redemption. Also, the Company is not required to transfer or exchange any of the Notes for a period of 15 days before a selection of the Notes to be redeemed.

Methods of Receiving Payments on the Notes

If a holder has given wire transfer instructions to the Company at least three Business Days prior the applicable payment date, the Company, through the paying agent or otherwise, will pay all principal, interest and premium and Additional Interest, if any, on that holder’s Notes in accordance with those instructions. All other payments on the Notes will be mailed to the holders at their address set forth in the register of holders.

Optional Redemption

On and after July 15, 2017 we will be entitled at our option to redeem all or a portion of the Notes (which includes Additional Notes) upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on July 15 in the years indicated below:

 

Year

    Percentage  

2017

      104.219 % 

2018

      102.813 % 

2019

      101.406 % 

2020 and thereafter

      100.000 % 

 

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Prior to July 15, 2017, we will be entitled at our option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued at a redemption price (expressed as a percentage of principal amount) of 105.625%, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that

(1) at least 65% of such aggregate principal amount of the Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than the Notes held, directly or indirectly, by the Company or its Affiliates); and

(2) each such redemption occurs within 90 days after the date of the related Equity Offering.

Prior to July 15, 2017, we will be entitled at our option to redeem all or a portion of the Notes (which includes Additional Notes) at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Selection and Notice of Redemption

If we are redeeming less than all of the Notes at any time, the Trustee will select Notes on a pro rata basis to the extent practicable.

We will redeem Notes of $2,000 or less in whole and not in part and in integral multiples of $1,000 in excess thereof. We will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address.

Notice of any redemption upon any Equity Offering or other securities offering or financing, or in connection with a transaction (or series of related transactions) that constitute a Change of Control, may, at the Company’s discretion, be given prior to the completion thereof and be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, securities offering, financing or Change of Control. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date as stated in such notice, or by the redemption date as so delayed. The Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. We will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the holder upon cancelation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

We are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under the captions “—Change of Control” and “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Subsidiary Guarantees

The Subsidiary Guarantors will jointly and severally guarantee, on a senior unsecured basis, our obligations under the Notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law or a violation of state law prohibiting distribution from an insolvent subsidiary. If, however, a Subsidiary Guarantee were rendered

 

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voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such other indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guarantee could be reduced to zero. See “Risk Factors—Federal and state fraudulent transfer laws and laws restricting distributions by insolvent subsidiaries may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees, and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes.”

Not all of our Subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. For the fiscal year ended December 31, 2013, on a pro forma basis after giving effect to the Transactions, our non-guarantor Subsidiaries generated 53% of our consolidated revenues. As of September 30, 2014, our non-guarantor Subsidiaries represented approximately 44% of our tangible assets and had $107.6 million of total liabilities, including trade payables but excluding intercompany liabilities.

Initially, the Notes will be guaranteed by all of our subsidiaries that guarantee borrowings under the Credit Agreement.

Each Subsidiary Guarantor that makes a payment under its Subsidiary Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.

Pursuant to the Indenture, (A) a Subsidiary Guarantor may consolidate with, merge with or into, or transfer all or substantially all its assets to any other Person and (B) the Capital Stock of a Subsidiary Guarantor may be sold or otherwise disposed of to another Person to the extent described below under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock.”

The Subsidiary Guarantee of a Subsidiary Guarantor with respect to the Notes will be released:

 

  (1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under the Indenture;

 

  (2) upon the release or discharge of the guarantee by such Subsidiary Guarantor of Indebtedness or such other guarantee that resulted in the creation of such guarantee, except a discharge or release by or as a result of payment under such guarantee; or

 

  (3) if we exercise our legal defeasance option or our covenant defeasance option as described under “—Defeasance” or if our obligations under the Indenture are discharged in accordance with the terms of Indenture.

Ranking

Senior Indebtedness Versus Notes

The Indebtedness evidenced by the Notes and the Subsidiary Guarantees will be unsecured and will rank pari passu in right of payment to the senior Indebtedness of the Company and the Subsidiary Guarantors, as the case may be.

As of September 30, 2014, the senior Indebtedness of the Company and the Subsidiary Guarantors was approximately $2,248.7 million, including approximately $898.7 million of Secured Indebtedness. Other than Capital Lease Obligations, substantially all of the Senior Indebtedness of the Subsidiary Guarantors consists of their respective guarantees of senior Indebtedness of the Company under the Credit Agreement and with respect to our outstanding 2020 Senior Notes and the Notes.

The Notes and the Subsidiary Guarantees thereof are senior unsecured obligations of the Company and the Subsidiary Guarantors respectively. The Notes and the Guarantees thereof will rank equal in right of payment to the current and future senior Indebtedness of the Company and the Subsidiary Guarantors, respectively, and will rank

 

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senior in right of payment to any future subordinated Indebtedness of the Company and the Subsidiary Guarantors, respectively. The Notes and the Subsidiary Guarantees thereof will be effectively subordinated to current and future secured debt and other secured obligations of the Company and the Subsidiary Guarantors, respectively, including borrowings under the Credit Agreement, to the extent of the value of the assets securing such debt or other obligations.

Liabilities of Subsidiaries Versus Notes

Substantially all of our operations are conducted through our subsidiaries. Except for certain of our Subsidiaries which are professional corporations or associations, none of our non-Wholly Owned Subsidiaries are guaranteeing the Notes. In addition, as described above under “—Subsidiary Guarantees,” Subsidiary Guarantees may be released under certain circumstances. Also, our future subsidiaries may not be required to guarantee the Notes. Claims of creditors of such non-guarantor subsidiaries, including trade creditors and creditors holding indebtedness or guarantees issued by such non-guarantor subsidiaries, and claims of preferred stockholders of such non-guarantor subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor subsidiaries over the claims of our creditors, including holders of the Notes. Accordingly, the Notes will be structurally subordinated to creditors (including trade creditors) and preferred stockholders, if any, of our non-guarantor subsidiaries.

At September 30, 2014, the total liabilities of our non-guarantor Subsidiaries were approximately $107.6 million, including trade payables (excluding intercompany liabilities). Although the Indenture limits the incurrence of Indebtedness and Preferred Stock by certain of our Subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See “—Certain Covenants—Limitation on Indebtedness.”

Change of Control

Upon the occurrence of any of the following events (each a “Change of Control”), each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date):

 

  (1) the Company becomes aware that any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company;

 

  (2) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution;

 

  (3) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person, other than a transaction following which (i) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (ii) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Notes and a Subsidiary of the transferor of such assets; and

 

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  (4) the occurrence of a “Change of Control” under the indenture governing the 2020 Senior Notes.

Within 30 days following any Change of Control, we will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:

 

  (1) that a Change of Control has occurred and that such Holder has the right to require us to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);

 

  (2) the circumstances and relevant facts and financial information regarding such Change of Control;

 

  (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

 

  (4) the instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes purchased.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

If Holders of not less than 95% in aggregate principal amount of outstanding Notes validly tender and do not withdraw their Notes in connection with a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as contemplated by the immediately preceding paragraph, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days have elapsed since such purchase pursuant to the applicable Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to the Redemption Date.

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the initial purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Limitation on Indebtedness” and “—Limitation on Liens”. Such restrictions can only be waived under the Indenture with respect to the Notes with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

 

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Subject to certain exceptions, the Credit Agreement prohibits us from purchasing any Notes pursuant to a Change of Control Offer, and also provide that the occurrence of certain change of control events with respect to the Company would constitute a default thereunder. In the event a Change of Control occurs at a time when we are prohibited from purchasing Notes, we may seek the consent of our lenders to the purchase of Notes or may attempt to refinance the borrowings that contain such prohibition. If we do not obtain such consent or repay such borrowings, we will remain prohibited from purchasing Notes. In such case, our failure to offer to purchase Notes would constitute a Default under the Indenture, which would, in turn, constitute a default under the Credit Agreement and the 2020 Senior Notes.

Future Indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such Indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require us to repurchase their Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of Notes following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Company to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder of Notes may require the Company to make an offer to repurchase the Notes as described above.

The provisions under the Indenture relative to our obligation to make a Change of Control Offer, including the definition of Change of Control, may be waived or modified with the written consent of the Holders of a majority in principal amount of such Notes.

Suspension of Certain Covenants

If at any time after the Issue Date (i) the Notes are rated Investment Grade by each of S&P and Moody’s (or, if either (or both) of S&P and Moody’s have been substituted in accordance with the definition of “Rating Agencies”, by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under the Indenture, the Company and its Restricted Subsidiaries will not be subject to the covenants in the Indenture specifically listed under the following captions in this “Description of Notes” section of this offering memorandum (the “Suspended Covenants”):

 

  •   “—Certain Covenants—Limitation on Indebtedness”;

 

  •   “—Certain Covenants—Limitation on Restricted Payments”;

 

  •   “—Certain Covenants—Limitation on Restrictions on Distributions from Restricted Subsidiaries”;

 

  •   “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock”;

 

  •   “—Certain Covenants—Limitation on Affiliate Transactions”; and

 

  •   “—clause (3) under “—Certain Covenants—Merger and Consolidation”.

During such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary.

In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events.

 

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On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to clause (b)(4) under “—Limitation on Indebtedness”. For purposes of calculating the amount available to be made as Restricted Payments under clause (3) of clause (a) of “—Limitation on Restricted Payments”, calculations under such covenant shall be made as though such covenant had been in effect during the Suspension Period. Restricted Payments made during the Suspension Period not otherwise permitted pursuant under clause (b) of the “—Limitation on Restricted Payments” covenant will reduce the amount available to be made as Restricted Payments under clause (3) of clause (a) of such covenant to the extent such amount is a surplus. For purposes of the covenant under “—Limitation on Sales of Assets and Subsidiary Stock”, on the Reversion Date, the amount of Net Available Cash will be reset to the amount of Net Available Cash in effect as of the first day of the Suspension Period ending on such Reversion Date. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period).

There can be no assurance that the Notes will ever achieve or maintain a rating of Investment Grade from the Rating Agencies.

Certain Covenants

The Indenture contains covenants including, among others, those summarized below.

Limitation on Indebtedness

 

  (a) The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Company and the Subsidiary Guarantors will be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis the Consolidated Coverage Ratio of the Company and its consolidated Restricted Subsidiaries exceeds 2.0 to 1.

 

  (b) The foregoing limitation in clause (a) will not apply to any of the following:

 

  (1) Indebtedness Incurred by the Company or any of the Subsidiary Guarantors pursuant to the Credit Facilities; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed $1,725.0 million less the sum of all permanent reductions of such Indebtedness made pursuant to paragraph (a)(3)(A) of, and in satisfaction of, the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock”;

 

  (2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, (C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guarantee, and (D) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness owing to a Restricted Subsidiary that is not Subsidiary Guarantor, such Indebtedness, when taken together with all other such Indebtedness outstanding on the date of such Incurrence pursuant to this clause (2)(D), does not exceed $30.0 million.

 

  (3) the Notes (excluding any Additional Notes) and the exchange notes issued in exchange therefor;

 

  (4) Indebtedness outstanding on the Issue Date, including the 2020 Senior Notes (other than Indebtedness under the Credit Agreement and the Notes);

 

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  (5) Indebtedness of a Subsidiary Guarantor Incurred and outstanding on or prior to the date on which such Subsidiary Guarantor was acquired by the Company (including Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary Guarantor became a Subsidiary Guarantor or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, (x) the Company would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant or (y) the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would be no worse than such ratio for the Company and its Restricted Subsidiaries immediately prior to such acquisition;

 

  (6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3), (4) or (5) or this clause (6);

 

  (7) Currency Agreements and Hedging Obligations directly related to Indebtedness permitted to be Incurred by the Company and its Restricted Subsidiaries pursuant to the Indenture or entered into in the ordinary course of business and not for speculative purposes;

 

  (8) obligations in respect of performance, appeal, bid and surety bonds and performance and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;

 

  (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within three Business Days of its Incurrence;

 

  (9) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims);

 

  (10) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with acquisitions, other Investments and the disposition of any business, assets or Capital Stock permitted hereunder, other than Guarantees Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition;

 

  (11) Indebtedness of the Company or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money;

 

  (12) unsecured Indebtedness consisting of promissory notes issued by the Company or any Restricted Subsidiary to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of the Company to the extent permitted by the covenant described below under the caption “—Limitation on Restricted Payments;”

 

  (13) cash management obligations, cash management services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case Incurred in the ordinary course of business;

 

  (14) Indebtedness consisting of the Subsidiary Guarantee of a Subsidiary Guarantor and any Guarantee by the Company or a Subsidiary Guarantor of Indebtedness or other obligations of the Company or any Restricted Subsidiary so long as the Incurrence of such Indebtedness or other obligations by the Company or such Restricted Subsidiary is permitted under the terms of the Indenture;

 

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  (15) (A) Purchase Money Indebtedness, (B) Capital Lease Obligations and (C) Attributable Debt, and Refinancing Indebtedness in respect thereof, in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (15) and then outstanding, does not exceed the greater of (x) $100.0 million and (y) 2.0% of Total Assets;

 

  (16) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described under “Defeasance” or “Satisfaction and Discharge”;

 

  (17) Indebtedness representing Guarantees of Indebtedness of partnerships or joint ventures of the Company or of any of its Restricted Subsidiaries in an aggregate amount, when added to all other Indebtedness Incurred pursuant to this clause (17) and then outstanding, not to exceed the greater of (x) $75.0 million and (y) 1.75% of Total Assets;

 

  (18) Indebtedness of Restricted Subsidiaries Incurred to finance the replacement or expansion of facilities, including, without limitation equipment, used in a Related Business in an amount, when added to all other Indebtedness incurred pursuant to this clause (18) and then outstanding, not to exceed $40.0 million;

 

  (19) Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors in an amount not to exceed the greater of $100.0 million and 2.0% of Total Assets; and

 

  (20) Indebtedness of the Company or of any of its Restricted Subsidiaries in an aggregate principal amount that, when taken together with all other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (20) above or paragraph (a)) does not exceed the greater of (x) $150.0 million and (y) 3.0% of Total Assets.

 

  (c) For purposes of determining compliance with this covenant:

 

  (1) all Indebtedness outstanding under the Credit Agreement on the Issue Date or Escrow Release Date, as applicable, will be deemed as Incurred under clause (1) of paragraph (b) above prior to any Incurrence of such Indebtedness pursuant to paragraph (a) or one of clauses (b)(2) through (b)(20) above;

 

  (2) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, may classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses (provided that any Indebtedness originally classified as Incurred pursuant to any of clauses (b)(2) through (b)(20) above may later be reclassified as having been Incurred pursuant to paragraph (a) or any other of clauses (b)(2) through (b)(16) above to the extent that such reclassified Indebtedness could be Incurred pursuant to paragraph (a) or one of clauses (b)(2) through (b)(20) above, as the case may be, if it were Incurred at the time of such reclassification); and

 

  (3) the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above.

Limitation on Restricted Payments

 

  (a) The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment unless at the time the Company or such Restricted Subsidiary makes such Restricted Payment and immediately after giving effect to such Restricted Payment:

 

  (1) no Default shall have occurred and be continuing (or would result therefrom);

 

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  (2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness;” and

 

  (3) the aggregate amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments (including the Fair Market Value of any non-cash amounts) made by the Company and its Restricted Subsidiaries since the Issue Date (including Restricted Payments permitted by clause (3) of paragraph (b) below, but excluding all other Restricted Payments permitted by paragraph (b)) would not exceed the sum of (without duplication):

 

  (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the first full fiscal quarter during which the Issue Date occurs and ending on the last day of the most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in case such Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit); plus

 

  (B) 100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by the Company from its shareholders subsequent to the Issue Date; plus

 

  (C) the amount by which Indebtedness of the Company is reduced on the Company’s balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus

 

  (D) an amount equal to the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary subsequent to the Issue Date in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person;

 

  (E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary subsequent to the Issue Date, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the lesser of (x) the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary and (y) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary, except, in each case, to the extent that the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (13) of the next succeeding paragraph or to the extent that such Investment constituted a Permitted Investment; plus

 

  (F) $50.0 million.

 

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  (b) The preceding provisions will not prohibit:

 

  (1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided, however, that the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded in the calculation of amounts under clause (3)(B) of paragraph (a) above;

 

  (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, Indebtedness of such Person that is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness”;

 

  (3) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this Restricted Payment covenant;

 

  (4) so long as no Default has occurred and is continuing, (A) the purchase, redemption or other acquisition of shares of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved or ratified by the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock and (B) the purchase, redemption or other acquisition of shares of Capital Stock of the Company or any of its Subsidiaries from any Person made to mitigate the dilutive effect of the exercise of such agreements or plans refer to in clause (A) by such employees, former employees, directors or former directors (or permitted transferees of such employees, former employees, directors or former directors); provided, however, that the aggregate amount of such Restricted Payments (excluding amounts representing cancelation of Indebtedness) shall not exceed, when taken together with all other Restricted Payments made pursuant to this clause (4) since the Issue Date, $20.0 million in any calendar year; provided, however that the Company shall be permitted to carry over unused amounts into subsequent calendar years up to a maximum of $40.0 million per calendar year an amount not to exceed the sum of (i) the amount of cash proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company to employees, former employees, directors or former directors of the Company or any of its Subsidiaries, to the extent that the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3)(B) of paragraph (a) of this covenant, plus (ii) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date, less (iii) the amount of repurchases and other acquisitions previously made with the cash proceeds described in clauses (i) and (ii) above); provided, further, however, that cash proceeds referred to in clause (i) above used to make Restricted Payments under this clause (4) shall be excluded in the calculation of amounts under clause (3)(B) of paragraph (a) above;

 

  (5) the declaration and payment of dividends on Disqualified Stock issued pursuant to the covenant described under “—Limitation on Indebtedness” to the extent that such dividends are included in the definition of Consolidated Interest Expense; provided, however, in each case, that at the time of payment of such dividend or other cash payment, no Default shall have occurred and be continuing (or result therefrom);

 

  (6) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options;

 

  (7) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading;

 

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  (8) in the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or any Subsidiary Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Obligations, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company (or a third party to the extent permitted by the Indenture) has made a Change of Control Offer with respect to the Notes as a result of such Change of Control and has repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer;

 

  (9) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under clause (2) of paragraph (b) of the covenant described under “—Limitation on Indebtedness”; provided, however, that no Default has occurred and is continuing or would otherwise result therefrom;

 

  (10) the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Company to holders of its Capital Stock on a pro rata basis;

 

  (11) the purchase, redemption or other acquisition or retirement for value of shares of Capital Stock of a Restricted Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in excess of the Fair Market Value of such Capital Stock;

 

  (12) the declaration and payment of dividends with respect to the Existing Mandatory Convertible Preferred prior to July 1, 2017 in accordance with the terms thereof as in effect on the Issue Date; or

 

  (13) Restricted Payments in an amount that, when taken together with all other Restricted Payments made pursuant to this clause (13), does not exceed the greater of (x) $100.0 million and (y) 2.0% of Total Assets; provided, however, that at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom).

The amount of any Restricted Payment that is not made in cash shall be determined in a manner consistent with the determination of the amount of an Investment as set forth in the final sentence of the first paragraph of the definition of “Investment.”

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except:

 

  (1) with respect to clauses (a), (b) and (c),

 

  (A) any encumbrance or restriction pursuant to applicable law, rule, regulation or order;

 

  (B) any encumbrances or restrictions under or by reason of agreements or in effect at or entered into on the Issue Date including, without limitation, the Credit Agreement and the 2020 Senior Notes or by any other agreement or documents entered into in connection thereto;

 

  (C) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;

 

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  (D) any encumbrance or restriction pursuant to any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement referred to in clause (B) or (C) above; provided, however, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is no more restrictive, as reasonably determined in good faith by the Company, with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

 

  (E) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

 

  (F) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

 

  (G) any customary limitation or prohibition on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;

 

  (H) customary provisions in joint venture, partnership and other similar agreements, including agreements related to the ownership and operation of surgical facilities, relating solely to such joint venture, partnership or facilities or the Persons who own Capital Stock therein;

 

  (I) any encumbrance or restriction arising in the ordinary course of business, not relating to any Indebtedness, that does not, individually or in the aggregate, materially detract from the value of the property or assets of the Company and its Restricted Subsidiaries, taken as whole, or adversely affect the Company’s ability to make principal and interest payments on the Notes, in each case, as reasonably determined in good faith by the Company;

 

  (J) Liens permitted under the provisions described under “—Liens” and any negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under the Indenture;

 

  (K) customary restrictions imposed on the transfer of copyrighted or patented materials;

 

  (L) customary provisions restricting dispositions of real property interest set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; and

 

  (M) any encumbrance or restriction arising pursuant to an instrument (which, if it relates to any Indebtedness, will only be permitted if such Indebtedness is permitted to be incurred under the covenant described above under the caption “—Limitation on Indebtedness” herein) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole (i) are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Credit Agreement, together with the security documents associated therewith, as in effect on the Issue Date (as determined in good faith by the Company) or (ii) either (A) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions shall not adversely affect, an any material respect, the Company’s ability to make principal or interest payments on the Notes or (B) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instruments.

 

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  (2) with respect to clause (c) only,

 

  (A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and

 

  (B) any encumbrance or restriction contained in Capital Lease Obligations, any agreement governing Purchase Money Indebtedness, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such Capital Lease Obligations, Purchase Money Indebtedness, security agreements or mortgages.

Limitation on Sales of Assets and Subsidiary Stock

 

  (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

 

  (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (as determined at the time of contractual agreement to such Asset Disposition) of the shares and assets subject to such Asset Disposition;

 

  (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and

 

  (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition,

 

  (A) to the extent the Company elects (or is required by the terms of any Indebtedness), is used to prepay, repay, redeem or purchase (i) Secured Indebtedness of the Company or a Subsidiary Guarantor or (ii) Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 450 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

 

  (B) to the extent the Company elects (including with respect to the balance of such Net Available Cash after application (if any) in accordance with clause (A)) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, is used to (i) make an Investment in any one or more businesses (provided that such Investment in any business is in the form of the acquisition of Capital Stock of such business such that such business constitutes a Restricted Subsidiary), (ii) acquire assets, (iii) acquire property, or (iv) make capital expenditures, in each case, used or useful in a Related Business (collectively, “Additional Assets”); and

 

  (C) to the extent of the balance of such Net Available Cash after application (if any) in accordance with clauses (A) and (B) and the expiration of the time periods set forth therein, to make an offer to the holders of the Notes (and to holders of other Pari Passu Indebtedness of the Company designated by the Company) is used to purchase Notes (and such other Pari Passu Indebtedness of the Company) pursuant to and subject to the conditions contained in the Indenture;

provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness made to satisfy clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

 

  (1) the assumption or discharge of any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of such assets and for which the Company and all of the Restricted Subsidiaries have been released by all creditors in writing;

 

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  (2) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary within 180 days into cash, to the extent of cash received in that conversion;

 

  (3) all Temporary Cash Investments; and

 

  (4) any Designated Noncash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value) 3.0% of Total Assets.

 

  (b) In the event of an Asset Disposition that requires an offer to purchase the Notes (and other Pari Passu Indebtedness of the Company) pursuant to clause (a)(3)(C) above, the Company will purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other Pari Passu Indebtedness) at a purchase price of 100% of their principal amount (or, in the event such other Pari Passu Indebtedness of the Company was issued with a significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Pari Passu Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000. The Company shall not be required to make such an offer to purchase Notes (and other Pari Passu Indebtedness of the Company) pursuant to this covenant if the Net Available Cash available therefor is less than $40.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such offer.

 

  (c) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of its compliance with such securities laws or regulations.

Limitation on Affiliate Transactions

 

  (a) The Company will not, and will not permit any Restricted Subsidiary to, enter into or make or amend any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements, loans, contracts, agreements or other transactions or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”), with respect to each transaction or series of related transactions, involving aggregate payments or consideration in excess of $5.0 million unless:

 

  (1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arms- length dealings with a Person who is not an Affiliate; and

 

  (2) if such Affiliate Transaction involves an amount in excess of $20.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate transaction as evidenced by a resolution of the Board of Directors.

 

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  (b) The provisions of the preceding paragraph (a) will not prohibit:

 

  (1) any Permitted Investment or any Restricted Payment, permitted to be made pursuant to the covenant described under “—Limitation on Restricted Payments”;

 

  (2) any employment or consulting agreement, employee benefit plan, severance plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business or as reasonably determined and in good faith approved by the Board of Directors, and payments pursuant thereto;

 

  (3) loans or advances to employees in the ordinary course of business of the Company or its Restricted Subsidiaries, but in any event not to exceed $15.0 million in the aggregate outstanding at any one time;

 

  (4) the payment of reasonable fees or other reasonable compensation to, or the provision of customary benefits or indemnification arrangements to, directors of the Company and its Restricted Subsidiaries;

 

  (5) any transaction with the Company, a Restricted Subsidiary or any Person that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary or Person;

 

  (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company;

 

  (7) any agreement as in effect on the Issue Date and described in this offering memorandum (or described in a document incorporated by reference in this offering memorandum) or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable in any material respect to the Company or the Restricted Subsidiaries and not more disadvantageous to the Holder of the Notes in any material respect), in each case, as determined in good faith by the Company, and the transactions evidenced thereby;

 

  (8) the provision of services to directors or officers of the Company or any of its Restricted Subsidiaries of the nature provided by the Company or any of its Restricted Subsidiaries to customers in the ordinary course of business;

 

  (9) transactions with joint ventures and joint venture partners (including, without limitation, physicians and other Strategic Investors), in each case, which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of the Indenture;

 

  (10) the payment of fees and expenses in connection with the Transactions;

 

  (11) any issuance of Capital Stock, or other payments, awards or grants in cash, securities, Capital Stock or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company; and

 

  (12) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Qualified Party stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the previous paragraph of this covenant.

Limitation on Liens

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur, assume or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

 

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Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

Merger and Consolidation

The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of related transactions, directly or indirectly, all or substantially all its properties or assets to, any Person, unless:

 

  (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement;

 

  (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

 

  (3) immediately after giving pro forma effect to such transaction, (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness” or (B) the Consolidated Coverage Ratio for the Successor Company would be no worse than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

 

  (4) each Subsidiary Guarantor, unless it is the other party to the transactions described above, in which case clause (1) shall apply, shall have confirmed in writing that its Subsidiary Guarantee shall apply to such Person’s obligation under the Notes, the Indenture and the Registration Rights Agreement; and

 

  (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture, provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company (so long as no Capital Stock of the Company is distributed to any Person) or (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

Subject to the provisions described under “Subsidiary Guarantees,” no Subsidiary Guarantor shall consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

 

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  (1) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Guarantor (if not such Subsidiary Guarantor) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Subsidiary Guarantor under the Notes, the Indenture and the Registration Rights Agreement;

 

  (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor as a result of such transaction as having been Incurred by such Successor Guarantor at the time of such transaction), no Default shall have occurred and be continuing; and

 

  (3) the Subsidiary Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

Notwithstanding the foregoing (1) a Subsidiary Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another state of the United States or the District of Columbia, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby, and (2) any Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to the Company or another Subsidiary Guarantor.

Future Guarantors

The Company will cause each Restricted Subsidiary that Guarantees any Indebtedness of the Company or any Subsidiary Guarantor in respect of the Credit Agreement or Capital Markets Indebtedness (or Incurs any such Indebtedness) to, at the same time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture.

Payments for Consents

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of the Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that so consent, waive or agree to amendment in the time frame set forth in the solicitation documents relating to such consent, waive or agreement.

SEC Reports

Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (subject to the next sentence) and provide the Trustee and Noteholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

 

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Defaults

Each of the following is an Event of Default with respect to the Notes under the Indenture:

 

  (1) a default in the payment of interest or Additional Interest, if any, on the Notes when due, continued for 30 days;

 

  (2) the Company (A) defaults in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon declaration of acceleration or otherwise or (B) fails to purchase Notes when required pursuant to the Indenture or the Notes;

 

  (3) the failure by the Company to comply with its obligations under “—Certain Covenants—Merger and Consolidation” above;

 

  (4) the failure by the Company or any Subsidiary Guarantor to comply with its agreements contained in the Indenture governing the Notes (other than those referred to in (1), (2) and (3) above) and such failure continues for 60 days after notice;

 

  (5) Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $60.0 million (the “cross acceleration provision”);

 

  (6) certain events of bankruptcy, insolvency or reorganization of the Company, a Subsidiary Guarantor or any Significant Subsidiary (the “bankruptcy provisions”);

 

  (7) any judgment or decree for the payment of money in excess of $60.0 million is entered against the Company, a Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment and is not discharged, waived or effectively stayed (the “judgment default provision”); or

 

  (8) a Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee) or a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee.

However, a default under clause (4) will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of the outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified after receipt of such notice, and the sole remedy for the first 180 days after an Event of Default relating to the failure to comply with the reporting obligations described above under the caption “—SEC Reports,” shall consist exclusively of the right to receive additional interest in the amount of 0.50% per annum.

If an Event of Default (other than an Event of Default relating to bankruptcy provisions) occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to bankruptcy provisions occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

 

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Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

 

  (1) such holder has previously given the Trustee notice that an Event of Default is continuing;

 

  (2) holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

 

  (3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

 

  (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

 

  (5) holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder of a Note or that would involve the Trustee in personal liability.

If a Default occurs, is continuing and is known to the Trustee, the Trustee must mail to each holder of the Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is not opposed to the interest of the holders of the Notes. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. We are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event that would constitute certain Defaults, their status and what action we are taking or propose to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, the Indenture governing Notes may be amended with the consent of the holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange for, the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things:

 

  (1) reduce the amount of Notes whose holders must consent to an amendment, supplement or waiver;

 

  (2) reduce the rate of or extend the time for payment of interest or Additional Interest, if any, on any Note;

 

  (3) reduce the principal of or change the Stated Maturity of any Note;

 

  (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, interest or Additional Interest, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

 

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  (5) (i) reduce the amount payable upon the redemption of any Note or (ii) change the time at which any Note may be redeemed, in each case as described under “—Optional Redemption” above;

 

  (6) make any Note payable in money other than that stated in the Note;

 

  (7) impair the right of any holder of the Notes to receive payment of principal of and interest or Additional Interest, if any, on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;

 

  (8) make any change in the amendment provisions that require each holder’s consent or in the waiver provisions;

 

  (9) make any change in the ranking or priority of any Note that would adversely affect the Noteholders; or

 

  (10) make any change in, or release other than in accordance with the Indenture, any Subsidiary Guarantee that would adversely affect the Noteholders.

Notwithstanding the preceding, without the consent of any holder of the Notes, the Company, the Subsidiary Guarantors and Trustee may amend the Indenture:

 

  (1) to cure any ambiguity, omission, defect or inconsistency;

 

  (2) to provide for the assumption by a successor Person of the obligations of the Company or any Subsidiary Guarantor under the Indenture;

 

  (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

 

  (4) to add Guarantees with respect to the Notes, including any Subsidiary Guarantees, or to secure such Notes;

 

  (5) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the holders of the Notes or to provide any additional rights or benefits to the holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary Guarantor;

 

  (6) to make any change that does not adversely affect the rights of any holder of the Notes;

 

  (7) to conform the text of the Indenture or the Notes to any provision of this “Description of Notes”;

 

  (8) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; or

 

  (9) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture governing Notes becomes effective, the Company shall be required to mail to holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of such Notes, or any defect therein, will not impair or affect the validity of the amendment.

 

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Transfer

The Notes will be issued in registered form and will be transferable only upon the surrender of the Notes being transferred for registration of transfer. We may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes have been canceled) as to all outstanding Notes when either:

 

  (1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered to the Trustee for cancellation, or

(2)

 

  (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption pursuant to the provisions described under “—Optional Redemption,” and, in any case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness (including all principal, accrued interest and premium, if any) on the Notes not theretofore delivered to the Trustee for cancellation;

 

  (b) the Company has paid all sums payable by them under the Indenture; and

 

  (c) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an opinion of counsel stating that all conditions precedent to satisfaction and discharge have been complied with.

Defeasance

At any time, we may terminate all our obligations under the Notes and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes.

In addition, at any time we may terminate our obligations under “—Change of Control” and under the covenants described under “—Certain Covenants” (other than the covenant described under “—Certain Covenants—Merger and Consolidation”), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Subsidiary Guarantors and Significant Subsidiaries and the judgment default provision described under “—Defaults” above and the limitations contained in clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above (“covenant defeasance”).

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in clause (1), (5), (6) (with respect only to Significant Subsidiaries and Subsidiary Guarantors) or (7) under “—Defaults” above or

 

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because of the failure of the Company to comply with clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above. If we exercise our legal defeasance option or our covenant defeasance option with respect to the Notes, each Subsidiary Guarantor under the Indenture will be released from all of its obligations with respect to its Subsidiary Guarantee in respect of the Notes.

In order to exercise either of our defeasance options with respect to the Notes, we must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal and interest and Additional Interest, if any, on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law).

Concerning the Trustee

U.S. Bank National Association is to be the Trustee under the Indenture and has been appointed by the Company as registrar and paying agent with regard to the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in respect of the Notes, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture.

U.S. Bank National Association, in each of its capacities, including without limitation as Trustee, registrar and paying agent, assumes no responsibility for the accuracy or completeness of the information concerning the offering, the Notes, the Company or its Affiliates or any other party contained in this offering memorandum or the related documents or for any failure by the Company or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor will have any liability for any obligations of the Company or any Subsidiary Guarantor under the Notes, any Subsidiary Guarantee or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. Federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

 

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Certain Definitions

“2020 Senior Notes” means the Company’s 5.625% Senior Notes due 2020, together with the related documents thereto as amended, restated or otherwise modified from time to time so long as the principal amount thereof is not increased.

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of EBITDA of such Pro Forma Entity (determined as if references to the Company and the Restricted Subsidiaries in the definition of the term “EBITDA” were references to such Pro Forma Entity and its subsidiaries that will become Restricted Subsidiaries), all as determined on a consolidated, combined or condensed basis for such Pro Forma Entity in accordance with GAAP.

“Acquired Entity or Business” shall have the meaning provided in the definition of the term “EBITDA.”

“Additional Interest” has the meaning given such term in “Exchange Offer; Registration Rights”.

“Adjusted Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after July 15, 2017, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date, plus 0.50%.

“Affiliate “ of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Premium” means with respect to a Note at any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on July 15, 2017, (such redemption prices being described in the tables above in the “—Optional Redemption” section above, and exclusive of any accrued interest), plus (ii) all required remaining scheduled interest payments due on such Note through July 15, 2017, (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such Note on such redemption date.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

 

  (1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);

 

  (2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or

 

  (3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary (other than, in the case of clauses (1), (2) and (3) above,

 

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  (A) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;

 

  (B) for purposes of the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” only, a disposition that constitutes a Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof) that is not prohibited by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or that constitutes a Permitted Investment;

 

  (C) a disposition of all or substantially all the assets of the Company in accordance with the covenant described under “—Certain Covenants—Merger and Consolidation”;

 

  (D) a disposition of Capital Stock or other assets with a Fair Market Value of less than or equal to $20.0 million;

 

  (E) sales of damaged, worn-out or obsolete equipment or assets in the ordinary course of business that, in the Company’s reasonable judgment, are no longer either used or useful in the business of the Company or its Subsidiaries;

 

  (F) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;

 

  (G) leases or subleases to third Persons in the ordinary course of business that do not interfere in any material respect with the business of the Company or any of its Restricted Subsidiaries;

 

  (H) a disposition of cash or Temporary Cash Investments; and

 

  (I) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien).

 

  (J) any exchange of “like-kind” property of the type described in Section 1031 of the Code for use in a Related Business;

 

  (K) the sale or disposition of any assets or property received as a result of a foreclosure by the Company or any of its Restricted Subsidiaries on any secured Investment or any other transfer of title with respect to any Investment in default;

 

  (L) the licensing of intellectual property in the ordinary course of business or in accordance with industry practice;

 

  (M) the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; and

 

  (N) transactions between or among the Company and/or Restricted Subsidiaries.

“Attributable Debt” in respect of a sale and leaseback transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended); provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation” and shall not be deemed “Attributable Debt.”

 

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“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

 

  (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by

 

  (2) the sum of all such payments.

“Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board.

“Business Day” means each day which is not a Legal Holiday.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation, determined in accordance with GAAP as in effect on the Issue Date; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty; provided that all leases of any Person that are or would be characterized as operating leases in accordance with GAAP on the Issue Date (whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating leases (and not as capitalized leases) for purposes of the Indenture regardless of any change in GAAP following the date that would otherwise require such leases to be recharacterized as capitalized leases. For purposes of the covenant described under “—Certain Covenants—Limitation on Liens,” a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.

“Capital Markets Indebtedness” means any Indebtedness:

 

  (1) in the form of, or represented by, bonds (other than surety bonds, indemnity bonds, performance bonds or bonds of a similar nature) or other securities or any Guarantee thereof (other than any loans); and

 

  (2) that is, or may be, quoted, listed or purchased and sold on any stock exchange, automated trading system or over-the-counter or other securities market (including, without prejudice to the generality of the foregoing, the market for securities eligible for resale pursuant to Rule 144A under the Securities Act).

“Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into any such equity interests.

“Code” means the Internal Revenue Code of 1986, as amended, and any applicable Treasury Regulations promulgated thereunder.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes from the redemption date to July 15, 2017, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to July 15, 2017.

“Comparable Treasury Price” means, with respect to any redemption date, if clause (2) of the Adjusted Treasury Rate is applicable, the average of two, or such lesser number as is obtained by the Independent Investment Banker, Reference Treasury Dealer Quotations for such redemption date.

“Consolidated Amortization Expense” means, for any period, the amortization expense, including the amortization of deferred financing fees, of the Company and its Restricted Subsidiaries for such period (to the extent included in the computation of Consolidated Net Income of such Person), determined on a consolidated basis in accordance with GAAP, excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (A) the aggregate amount of EBITDA of the Company and its consolidated Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters immediately prior to the date of such determination for which internal financial statements are available to (B) Consolidated Interest Expense for such four fiscal quarters, in each case on a Pro Forma Basis as determined in good faith by a responsible financial or accounting Officer of the Company.

 

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“Consolidated Depreciation Expense” means, for any period, the depreciation expense of the Company and its Restricted Subsidiaries for such period (to the extent included in the computation of Consolidated Net Income), determined on a consolidated basis in accordance with GAAP.

“Consolidated Income Tax Expense” means, for any period, the provision for taxes based on income and profits of the Company and its Restricted Subsidiaries to the extent such provision for income taxes was deducted in computing Consolidated Net Income for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, net of interest income of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in the calculation of total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication:

 

  (1) interest expense attributable to Capital Lease Obligations;

 

  (2) amortization of debt discount;

 

  (3) capitalized interest;

 

  (4) non-cash interest expense;

 

  (5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

 

  (6) net payments made or received pursuant to Hedging Obligations;

 

  (7) dividends accrued in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted Subsidiary, in each case held by Persons other than the Company or a Wholly Owned Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company); provided, however, that such dividends will be multiplied by a fraction the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the Chief Financial Officer of the Company in good faith);

 

  (8) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary; and

 

  (9) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust;

but excluding, for the avoidance of doubt,

 

  (A) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses;

 

  (B) any accretion or accrual of discounted liabilities and any prepayment, redemption or similar premium or penalty paid or payable during such period;

 

  (C) any interest in respect of items excluded from Indebtedness in the proviso to the definition thereof;

 

  (D) penalties relating to taxes;

 

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  (E) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Agreements or other derivative instruments pursuant to Financial Accounting Standards Board Accounting Standards Codification 815 (Derivatives and Hedging);

 

  (F) any one-time cash costs associated with breakage in respect of Hedging Agreements for interest rates;

 

  (G) all additional interest or liquidated damages then owing pursuant to any registration rights agreement and any comparable “additional interest” or liquidated damages with respect to other securities designed to compensate the holders thereof for a failure to publicly register such securities; and

 

  (H) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting.

“Consolidated Net Income” means, for any period, the net income (loss) attributable to the Company and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication,

 

  (1) extraordinary items for such period,

 

  (2) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income,

 

  (3) fees, costs and expenses related to the Transactions,

 

  (4) any fees and expenses (including any commissions or discounts) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, disposition, Incurrence, repayment, prepayment, redemption, defeasance or repurchase of Indebtedness, issuance of Capital Stock, Refinancing or recapitalization transaction (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed and/or not successful),

 

  (5) accruals and reserves that are established or adjusted after the closing of any acquisition that are so required as a result of such acquisition in accordance with GAAP or changes as a result of the adoption or modification of accounting policies during such period, whether effected through a cumulative effect adjustment, restatement or a retroactive application,

 

  (6) stock-based, partnership interest-based and similar incentive-based compensation award or arrangement charges or expenses (including with respect to any profits interest relating to membership interests in any partnership or limited liability company and any charges or expenses arising from the grants of stock appreciation or similar rights, options, restricted stock or other rights or equity incentive programs) and any charges associated with the rollover, acceleration or payout of Capital Stock by, or to, officers, directors or employees of the Company or any of its Restricted Subsidiaries, or any of its Parent Entities,

 

  (7) any income (loss) for such period of any Person that is not the Company or a Restricted Subsidiary or that is accounted for by the equity method of accounting; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Permitted Investments (or, if not paid in cash or Permitted Investments, but later converted into cash or Permitted Investments, upon such conversion) to the Company or a Restricted Subsidiary in respect of such period,

 

  (8) any income (loss) for such period of any Restricted Subsidiary attributable to noncontrolling or minority ownership interests held by third parties in such Restricted Subsidiary, and

 

  (9) any income (loss) for such period attributable to the early extinguishment, conversion or cancellation of (A) Indebtedness, (B) obligations under any Hedging Agreements or (C) other derivative instruments.

 

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There shall be included in Consolidated Net Income, without duplication, the amount of any cash tax benefits related to the tax amortization of intangible assets in such period.

There shall be excluded from Consolidated Net Income for any period the effects from applying recapitalization or purchase accounting, including applying recapitalization or purchase accounting to inventory, property and equipment, software, goodwill and other intangible assets, in-process research and development and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of any acquisition consummated prior to the Issue Date and any Permitted Acquisitions (or Investments similar to those made for Permitted Acquisitions) or the amortization or write-off of any amounts thereof (including any write off of in-process research and development).

Notwithstanding the foregoing, for the purposes of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income the effect of any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D) or (a)(3)(E) thereof.

“Consolidated Secured Debt Ratio” as of any date of determination, means the ratio of (A) total Indebtedness as of the last day of the Test Period (as defined below) of the Company and its Restricted Subsidiaries, determined on a consolidated basis, secured by Liens, minus the lesser of (x) the aggregate amount of Unrestricted Cash as of such date and (y) $80,000,000 to (B) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters immediately prior to the date of such determination for which internal financial statements are available (the “Test Period”), in each case on a Pro Forma Basis as determined in good faith by a responsible financial or accounting officer of the Company. It is understood that to the extent the Company or any Restricted Subsidiary Incurs any Indebtedness under the Indenture and receives the proceeds of such Indebtedness, for purposes of determining any Incurrence test under the Indenture and whether the Company is in compliance with any such test, the proceeds of such Incurrence shall not be considered cash for purposes of any “netting” pursuant to this definition.

“Converted Restricted Subsidiary” shall have the meaning provided in the definition of “EBITDA.”

“Converted Unrestricted Subsidiary” shall have the meaning provided in the definition of “EBITDA.”

“Credit Agreement” means the Credit Agreement to be dated as of July 16, 2014, by and among the Company, as borrower, Citigroup Global Markets Inc., as administrative agent and the other lenders and agents party thereto from time to time, together with the related documents thereto (including the loans thereunder, any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitations as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement or indenture, whether by the same or any other lender or group of lenders (including by means of sales of debt securities to institutional investors).

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), or commercial paper facilities with banks or other institutional lenders or investors or indentures or other agreements providing for revolving credit loans, term loans, debt securities or letters of credit or other long- term indebtedness and, in each case, as such agreements may be amended, amended and restated, supplemented, modified, refinanced, extended, substituted, replaced, renewed, or otherwise restructured, in whole or in part, in one or more instances, from time to time (including any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing and including any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other lenders)), including into one or more debt facilities, commercial paper facilities or other debt instruments, indentures or agreements (including by means of sales of debt securities (including Additional Notes) to investors), providing for revolving credit loans, term loans, letters of credit or other debt obligations.

 

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“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

“Default “ means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Noncash Consideration” means noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is designated by the Company as Designated Noncash Consideration, less the amount of cash or cash equivalents received in connection with a subsequent sale of such Designated Noncash Consideration, which cash and cash equivalents shall be considered Net Available Cash received as of the date of such subsequent sale and shall be applied pursuant to the covenant described under “Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock.”

“Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Company and the Restricted Subsidiaries in the definition of the term “EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries or to such Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated, combined or condensed basis for such Sold Entity or Business.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

 

  (1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

 

  (2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

 

  (3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the date that is 91 days after the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the date that is 91 days after the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” and “—Certain Covenants—Change of Control.”

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

 

  (1) without duplication and to the extent already deducted (and not added back or excluded) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

 

  (A) Consolidated Interest Expense,

 

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  (B) Consolidated Income Tax Expense,

 

  (C) Consolidated Depreciation Expense,

 

  (D) Consolidated Amortization Expense,

 

  (E) Non-Cash Charges,

 

  (F) unusual or non-recurring charges, severance costs, relocation costs, integration costs and facilities’ opening costs, signing costs, retention or completion bonuses, transition costs, and costs related to closure and/or consolidation of facilities,

 

  (G) restructuring charges, accruals or reserves and related charges (including restructuring costs related to acquisitions prior to and after the Issue Date); provided that such restructuring charges, accruals and reserves shall not exceed an aggregate amount of $10,000,000 in any consecutive four fiscal quarter period,

 

  (H) the amount of expenses relating to payments made to holders of options or other equity interests of the Company in connection with, or as a result of, any distribution being made to shareholders or other equityholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted in the indenture,

 

  (I) losses on dispositions, disposals or abandonments (other than dispositions, disposals, or abandonments in the ordinary course of business),

 

  (J) any costs or expenses incurred pursuant to any management equity plan or share option plan or any other management or employee benefit plan or agreement or share subscription or shareholder agreement, to the extent such costs or expenses are funded with cash proceeds contributed to the capital of the Company or the Net Cash Proceeds of any issuance of Capital Stock (other than Disqualified Capital Stock) of the Company,

 

  (K) any non-cash loss attributable to the mark-to-market movement in the valuation of Hedging Obligations (to the extent the cash impact resulting from such loss has not been realized) or other derivative instruments pursuant to Financial Accounting Standards Board Accounting Standards Codification 815 (Derivatives and Hedging),

 

  (L) any loss relating to amounts paid in cash prior to the stated settlement date of any Hedging Obligation that has been reflected in Consolidated Net Income in such period,

 

  (M) any gain relating to Hedging Obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from EBITDA pursuant to clauses (2)(E) and (2)(F) below,

 

  (N) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in EBITDA in any period to the extent (and not in excess of) non-cash gains relating to such receipts were deducted in the calculation of EBITDA pursuant to paragraph (2) below for any previous period and not added back,

 

  (O) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, acquisition or any sale, conveyance, transfer or other disposition of assets permitted under the indenture, to the extent actually indemnified or reimbursed,

 

  (P) to the extent covered by insurance and actually reimbursed, expenses, charges or losses with respect to liability or casualty events or business interruption,

 

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  (Q) amounts paid or reserved in connection with earn-out obligations in connection with any acquisition of a business or Person,

 

  (R) certain demonstrable adjustments for physician compensation paid (including via earnings distributions) as a result of the consummation of acquisitions (including adjustments in physician compensation to reflect ongoing physician compensation in accordance with the terms of such acquisition), all determined on a consolidated, combined or condensed basis in accordance with GAAP, or if not in conformity with GAAP, such adjustments as are determined in good faith by a responsible financial or accounting Officer of the Company and set forth in a certificate signed by such Officer and delivered to the Trustee that states the amount of such adjustment, that such adjustments are based on the good faith belief of such Officer and the factual basis for which such good faith belief is based, and

 

  (S) realized or unrealized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Company and its Restricted Subsidiaries;

less

 

  (2) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

 

  (A) unusual or non-recurring gains,

 

  (B) non-cash gains, excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash items in any prior period (other than any such accruals or cash reserves that have been added back to Consolidated Net Income in calculating EBITDA in accordance with this definition),

 

  (C) gains on dispositions, disposals or abandonments (other than dispositions, disposals or abandonments in the ordinary course of business),

 

  (D) any non-cash gain attributable to the mark-to-market movement in the valuation of Hedging Obligations (to the extent the cash impact resulting from such gain has not been realized) or other derivative instruments pursuant to Financial Accounting Standards Board Accounting Standards Codification 815 (Derivatives and Hedging),

 

  (E) any gain relating to amounts received in cash prior to the stated settlement date of any Hedging Obligation that has been reflected in Consolidated Net Income in such period,

 

  (F) any loss relating to Hedging Obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from EBITDA pursuant to clauses (1)(K) and (1)(L) above, and

 

  (G) realized or unrealized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Company and its Restricted Subsidiaries;

plus

 

  (3) in accordance with the definition of “Pro Forma Basis”, an adjustment equal to the amount, without duplication of any amount otherwise included in any other clause of the definition of “EBITDA”, of the Pro Forma Adjustment shall be added to (or subtracted from) EBITDA (including the portion thereof occurring prior to the relevant Specified Transaction and/or Specified Restructuring) as determined in good faith by a responsible financial or accounting Officer of the Company and set forth in a certificate signed by such Officer and delivered to the Trustee that states the amount of such adjustment, that such adjustments are based on the good faith belief of such Officer and the factual basis for which such good faith belief is based,

 

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in each case, as determined on a consolidated basis for the Company and the Restricted Subsidiaries in accordance with GAAP; provided that,

 

  (i) there shall be included in determining EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by the Company or any Restricted Subsidiary during such period or after such period but on or preceding the date on which EBITDA is being calculated (other than any Unrestricted Subsidiary) to the extent not subsequently sold, transferred or otherwise disposed of during such period (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Issue Date, and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis; provided that, for the avoidance of doubt, notwithstanding any classification under GAAP of any Person or business in respect of which a definitive agreement for the acquisition thereof has been entered into, the Acquired EBITDA of such Person or business shall not be included pursuant to this paragraph (i) until such acquisition shall have been consummated; and

 

  (ii) there shall be excluded in determining EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise Disposed of, closed or classified as discontinued operations by the Company or any Restricted Subsidiary to the extent not subsequently reacquired, reclassified or continued, in each case, during such period (each such Person (other than an Unrestricted Subsidiary), property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis; provided that, for the avoidance of doubt, notwithstanding any classification under GAAP of any Person or business in respect of which a definitive agreement for the disposition thereof has been entered into as discontinued operations, the disposed EBITDA of such Person or business shall not be excluded pursuant to this paragraph (ii) until such disposition shall have been consummated.

“Equity Offering” means any public or private sale of Capital Stock (other than Disqualified Stock) of the Company, other than public offerings with respect to the Company’s common stock registered on Form S-8 under the Securities Act and other than issuances to any Subsidiary of the Company.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Insurance Subsidiary” means Marblehead Surety & Reinsurance Company, Ltd., a Cayman Islands exempted company.

“Existing Mandatory Convertible Preferred” means the Company’s 5.25% Mandatory Convertible Preferred Stock, Series A-1, with a liquidation preference of $100 per share, outstanding on the Issue Date.

“Fair Market Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s-length, free market transaction, for cash, between a willing and able buyer and an unaffiliated willing seller, neither of whom is under undue pressure or compulsion to complete the transaction, as such price is determined in good faith by (1) the Chief Financial Officer, the Treasurer or the Chief Accounting Officer of the Company (unless otherwise provided in the Indenture) for transactions valued at, or below, $20.0 million, or (2) the Board of Directors of the Company (unless otherwise provided in the Indenture) for transactions valued in excess of $20.0 million.

 

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“Foreign Subsidiary” shall mean each Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession; provided that leases will be accounted for using the accounting principles in effect on the Issue Date and any change in the accounting for leases after the Issue Date will be disregarded. All ratios and computations based on GAAP contained in the Indenture will be computed in conformity with GAAP. For the avoidance of doubt, all calculations, ratios and computations with respect to leases contained in the Indenture will be computed in conformity with GAAP as in effect as of the Issue Date.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

 

  (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

 

  (2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guaranty Agreement” means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees the Company’s obligations with respect to the Notes on the terms provided for in the Indenture.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Holder,” “holder,” “Noteholder” or “noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Hospital Joint Venture” shall mean a Person that (i) is owned by solely (A) the Company or any Restricted Subsidiary and (B) a hospital or health system or an Affiliate thereof; (ii) owns more than 50% of the outstanding Capital Stock of an Operating Entity and (iii) is not subject to any contractual obligation that limits the ability of such Person to pay dividends or make any other distribution on any of such Person’s Capital Stock or other equity interests owned by the Company or any Restricted Subsidiary, other than restrictions comparable to those set forth in clauses (1)(A), (1)(B), (1)(E) and (1)(F) of the covenant described above under the caption “—Certain Covenants—Limitations on Restrictions on Distributions from Restricted Subsidiaries;” provided, however, that the Company or any Restricted Subsidiary must own no less than 40% of the outstanding Capital Stock of such Person.

 

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“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with “—Certain Covenants—Limitation on Indebtedness”:

 

  (1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;

 

  (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and

 

  (3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Indebtedness

will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

 

  (1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

 

  (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of sale and leaseback transactions entered into by such Person;

 

  (3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business);

 

  (4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

 

  (5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with the Indenture (but excluding, in each case, any accrued dividends);

 

  (6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

 

  (7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such property or assets and the amount of the obligation so secured; and

 

  (8) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude (1) indemnification, purchase price adjustment, holdback and contingency payment obligations to which the seller may become entitled to the extent such payment is determined

 

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by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter, (2) contingent obligations, including Guarantees, incurred in the ordinary course of business or in respect of operating leases; and (3) deferred or prepaid revenues.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

“Independent Investment Banker” means an independent investment banking or commercial banking institution of national standing appointed by the Company.

“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company.

“Insurance Subsidiary” means the Existing Insurance Subsidiary and any other Subsidiary of the Company formed for the purpose of insuring the healthcare business or facilities owned or operated by the Company, any Subsidiary of the Company or any physician or other healthcare professional employed by or on the medical staff of any such business or facility.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other financial agreement or arrangement with respect to exposure to interest rates.

“Investment “ in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its Fair Market Value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”:

 

  (1) “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

 

  (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

“Investment Grade” means a rating of BBB- or higher by S&P and Baa3 or higher by Moody’s, or the equivalent of such ratings by another Rating Agency.

 

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“Issue Date” means the date on which the Notes are originally issued.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Moody’s “ means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:

 

  (1) all legal, title and recording tax expenses, commissions and other fees and expenses incurred (including legal, accounting and investment banking fees and commissions), and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

 

  (2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;

 

  (3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition;

 

  (4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition; and

 

  (5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Available Cash will be increased by any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary.

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Non-Cash Charges” means (a) any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, (b) all losses from investments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) the non-cash impact of recapitalization or purchase accounting, (e) the non-cash impact of accounting changes or restatements and (f) other non-cash charges (provided, in each case, that, if any non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Non-Cash Compensation Expense” means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive-based compensation awards or arrangements.

 

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“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the documentation governing such Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed by two Officers.

“Operating Entity” shall mean a Person (i) that is an ambulatory surgery center, (ii) as to which the Company or any Restricted Subsidiary or any Hospital Joint Venture owns more than 50% of the outstanding Capital Stock and as to which a Person other than the Company or a Restricted Subsidiary or a Hospital Joint Venture has a noncontrolling or minority ownership interest and (iii) that is not subject to any contractual obligation that limits the ability of such Person to pay dividends or make any other distribution on any of such Person’s Capital Stock owned by the Company or any Restricted Subsidiary or any Hospital Joint Venture, other than restrictions comparable to those set forth in clauses (1)(A), (1)(B), (1)(E) and (1)(F) of the covenant described above under the caption “—Certain Covenants—Limitations on Restrictions on Distributions from Restricted Subsidiaries.”

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

“Pari Passu Indebtedness” means any Indebtedness of the Company or any Subsidiary Guarantor that ranks pari passu in right of payment with the Notes or the Subsidiary Guarantees, as applicable.

“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

 

  (1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary and any Investment held by such Person at such time; provided, however, that the primary business or such Restricted Subsidiary is a Related Business;

 

  (2) another Person if, as a result of such Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or Restricted Subsidiary and any Investment held by such Person at such time; provided, however, that such Person’s primary business is a Related Business;

 

  (3) cash and Temporary Cash Investments;

 

  (4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

 

  (5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

 

  (6) loans or advances to officers, directors and employees made in the ordinary course of business of the Company or such Restricted Subsidiary including, in connection with such officer’s or employee’s acquisition of Capital Stock of the Company so long as no cash or other assets are paid by the Company or any of its Restricted Subsidiaries to such officer or employee in connection with the acquisition of such obligations;

 

  (7) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;

 

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  (8) any Person to the extent such Investment represents the non-cash portion of the consideration received for (A) an Asset Disposition as permitted pursuant to the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” or (B) a disposition of assets not constituting an Asset Disposition;

 

  (9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (A) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

 

  (10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;

 

  (11) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under the covenant described under “—Certain Covenants—Limitation on Indebtedness”;

 

  (12) any Person to the extent such Investment exists on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

 

  (13) the payment for which consists of Capital Stock of the Company or any of its direct or indirect parent companies (exclusive of Disqualified Stock); provided that such Capital Stock will not increase the amount available for Restricted Payments under clause (a)(3)(B) under the covenant described under “—Certain Covenants—Limitation on Restricted Payments;”

 

  (14) Persons engaged in Related Business to the extent such Investments, when taken together with all other Investments made pursuant to this clause (14) and outstanding on the date such Investment is made, do not exceed the greater of (x) $100.0 million and (y) 2.0% of Total Assets;

 

  (15) loans or advances to healthcare providers made in the ordinary course of business of the Company or such Restricted Subsidiary;

 

  (16) Investments in Hospital Joint Ventures to the extent such Investments, when taken together with all other Investments made pursuant to this clause (16) and outstanding on the date such Investment was made (measured on the date such Investments are made and without giving effect to subsequent changes in value) in an amount not to exceed at any one time outstanding 1.0x EBITDA of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters immediately prior to the date of such determination for which internal financial statements are available;

 

  (17) Investments in the Existing Insurance Subsidiary if the Board of Directors designates the Existing Insurance Subsidiary as an Unrestricted Subsidiary to the extent that the assets of the Insurance Subsidiary at the time of designation as an Unrestricted Subsidiary do not exceed the greater of (x) $20.0 million and (y) 0.50% of Total Assets;

 

  (18) any Investment made by an Insurance Subsidiary that is a legal investment for an insurance company under the laws of the jurisdiction in which such Insurance Subsidiary is formed and made in the ordinary course of business or consistent with past practice and rated in one of the four highest rating categories by one of the Rating Agencies;

 

  (19) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

 

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  (20) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices and loans;

 

  (21) with respect to the grantor trust established by the Company (which is subject to the claims of general creditors of the Company) for the non-qualified deferred compensation plan adopted by the Company entitled the AmSurg Supplemental Executive and Director Retirement Savings Plan (the “Rabbi Trust”), Investments permitted under the Rabbi Trust and consistent with past practice; and

 

  (22) any Person to the extent such Investment, when taken together with all other Investments made pursuant to this clause (19) and outstanding on the date such Investment is made, do not exceed the greater of (x) $125.0 million and (y) 2.5% of Total Assets.

For purposes of this definition, in the event that proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clause (1) through (22) above, or is otherwise entitled to be incurred or made pursuant to the covenant contained under “—Certain Covenants—Limitation on Restricted Payments” above, the Company will be entitled to classify, or later reclassify, such Investment (or portion thereof) in one or more of such categories set forth above or under “—Certain Covenants—Limitation on Restricted Payments.”

“Permitted Liens” means, with respect to any Person:

 

  (1) pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, performance bonds or obligations of a like nature or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

 

  (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

 

  (3) Liens for taxes, assessments or other governmental charges or claims, in each case not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

 

  (4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

 

  (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

 

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  (6) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

 

  (7) Liens to secure Indebtedness under Credit Facilities Incurred pursuant to clause (b)(1) under “—Certain Covenants—Limitation on Indebtedness”;

 

  (8) Liens existing on the Issue Date (other than Liens referred to in the foregoing clause (7));

 

  (9) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

 

  (10) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

 

  (11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Wholly Owned Subsidiary of such Person;

 

  (12) Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be Incurred under the Indenture;

 

  (13) Liens in favor of the Company or the Subsidiary Guarantors;

 

  (14) leases, subleases, licenses or sublicenses granted to third parties entered into in the ordinary course of business which do not materially interfere with the conduct of the business of the Company and the Restricted Subsidiaries and which do not secure any Indebtedness;

 

  (15) Liens securing judgments, decrees, orders or awards for the payment of money not constituting an Event of Default in respect of which the Company shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or in respect of which the period within which such appeal or proceedings may be initiated shall not have expired;

 

  (16) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (6), (8), (9) or (10); provided, however, that:

 

  (A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to, such property or proceeds or distributions thereof); and

 

  (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (6), (8), (9) or (10) at the time the original Lien became a Permitted Lien and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

 

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  (17) Liens to secure Indebtedness incurred pursuant to clause (b)(13) under “—Certain Covenants—Limitation on Indebtedness”; provided that such Lien shall be limited to the property and assets held by such Restricted Subsidiary, partnership or joint venture;

 

  (18) Liens to secure Indebtedness representing Indebtedness permitted pursuant to clause (11) under “—Certain Covenants—Limitation on Indebtedness”; provided that such Liens do not extend to or cover any assets other than such assets leased or acquired by such Purchase Money Indebtedness, Capital Lease Obligations or Attributable Debt;

 

  (19) Liens to secure Indebtedness permitted to be incurred pursuant to the covenant described under “—Certain Covenants—Limitation on Indebtedness” in an amount not to exceed the maximum amount of Indebtedness such that the Consolidated Secured Debt Ratio (at the time of Incurrence of such Indebtedness after giving pro forma effect thereto) would not be greater than 3.5 to 1.0;

 

  (20) Liens to secure Indebtedness representing Indebtedness permitted pursuant to clause (15) under “—Certain Covenants—Limitation on Indebtedness”; provided that such Liens extend only to the assets of Restricted Subsidiaries that are not Subsidiary Guarantors;

 

  (21) Liens created or deemed to exist by the establishment of trusts of the purposes of satisfying government reimbursement program costs and other actions or claims pertaining to the same or related matters or other medical reimbursement programs;

 

  (22) Liens solely on any case earned money deposits made by the Company or any Restricted Subsidiary with any letter of intent or purchase agreement permitted hereunder;

 

  (23) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right to set off) and which are within the general parameters customary in the banking industry;

 

  (24) Liens (i) on cash advances in favor of the seller of any property to be acquired in a Permitted Investment to be applied against the purchase price for such Permitted Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under the Indenture, in each case, solely to the extent such Permitted Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien;

 

  (25) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business permitted by the Indenture;

 

  (26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the Incurrence of Indebtedness, (ii) relating to pooled deposit, automatic clearing house or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations Incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the or any Restricted Subsidiary in the ordinary course of business;

 

  (27) Liens solely on any cash earnest money deposits made by the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

 

  (28) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

 

  (29) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and, at the time of incurrence thereof, not for speculative purposes; and

 

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  (30) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted the Indenture.

Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (6), (9) or (10) above to the extent such Lien applies to any Additional Assets acquired directly or indirectly from Net Available Cash pursuant to the covenant described under “—Certain Covenants—Limitation on Sale of Assets and Subsidiary Stock.” For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Post-Transaction Period” means, (a) with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated and (b) with respect to any Specified Restructuring, the period beginning on the date such Specified Restructuring is initiated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Specified Restructuring is initiated.

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class of classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Pro Forma Adjustment” means, for any period that includes all or any part of a fiscal quarter included in any Post-Transaction Period with respect to the Acquired EBITDA of the applicable Pro Forma Entity or the EBITDA of the Company, the pro forma increase or decrease (for the avoidance of doubt net of any such increase or decrease actually realized) in such Acquired EBITDA or such EBITDA, as the case may be, projected by the Company in good faith as a result of, without duplication, (a) actions taken, or expected to be taken prior to or during such Post-Transaction Period, for the purposes of realizing reasonably identifiable and factually supportable cost savings, operating expense reductions, cost synergies or adjustments for hospital or contract rates effective prior to or during such Post-Transaction Period or (b) any additional costs, expenses or charges, accruals or reserves (collectively “Costs”) incurred prior to or during such Post-Transaction Period in connection with the combination of the operations of a Pro Forma Entity with the operations of the Company and its Restricted Subsidiaries or otherwise in connection with, as a result of, or related to, such Specified Transaction or Specified Restructuring; provided that so long as such actions are taken or expected to be taken prior to or during such Post-Transaction Period or such Costs are incurred prior to or during such Post-Transaction Period or such contract rates are adjusted prior to or during such Post-Transaction Period it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such EBITDA, as the case may be, that such cost savings, operating expense reductions, cost synergies or contract rate adjustments will be realizable during the entirety of such period, or such additional Costs will be incurred during such period; and provided, further, that (i) any such pro forma increase or decrease to such Acquired EBITDA or such EBITDA, as the case may be, shall be without duplication for cost savings, operating expense reductions, cost synergies, Costs or contract rate adjustments already included in such Acquired EBITDA or such EBITDA, as the case may be, for such period and (ii) the aggregate amount of any such pro forma increase or decrease to Acquired EBITDA or EBITDA for cost savings, operating expense reductions, cost synergies, Costs or contract rate adjustments shall not exceed 15% of EBITDA (as set forth in the definition thereof) for such period (before giving effect to any such pro forma increase or decrease).

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or

 

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negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Capital Stock in any Subsidiary of the Company or any division, product line, or facility used for operations of the Company or any of its Subsidiaries, shall be excluded, and (ii) in the case of an acquisition or Investment described in the definition of the term “Specified Transaction,” shall be included, (b) any Refinancing, prepayment, repurchase, retirement, repayment, redemption, defeasance or extinguishment of Indebtedness and (c) any Indebtedness Incurred by the Company or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Company and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment.”

“Pro Forma Entity” means any Acquired Entity or Business, any Sold Entity or Business, any Converted Restricted Subsidiary or any Converted Unrestricted Subsidiary.

“Purchase Money Indebtedness” means Indebtedness (1) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds or similar Indebtedness, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed, and (2) Incurred to finance the acquisition by the Company or a Restricted Subsidiary of such asset, including additions and improvements, in the ordinary course of business, provided, however, that any Lien arising in connection with any such Indebtedness shall be limited to the specific asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; provided, further, however, that such Indebtedness is Incurred within 180 days after such acquisition of such assets.

“Quotation Agent” means the Reference Treasury Dealer selected by each of the Independent Investment Banker and the Company.

“Rating Agencies” means S&P and Moody’s; provided, that if either S&P or Moody’s (or both) shall cease issuing a rating on the notes for reasons outside the control of the Company, the Company may select a nationally recognized statistical rating agency to substitute for S&P or Moody’s (or both).

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

 

  (1) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

 

  (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

 

  (3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and

 

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  (4) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

provided, further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that is not a Subsidiary Guarantor that Refinances Indebtedness of the Company or a Subsidiary Guarantor or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Reference Treasury Dealer” means (1) any independent investment banking or commercial banking institution of national standing and any of its successors appointed by the Company (initially Citigroup Global Markets Inc.), provided, however, that if any appointed entity shall cease to be a primary U.S. Government securities dealer in the United States, referred to as a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker and approved in writing by the Company.

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding such redemption date.

“Related Business” means any business in which the Company or any of the Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business.

“Restricted Payment” with respect to any Person means:

 

  (1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than (A) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));

 

  (2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Capital Stock of the Company held by any Person (other than by a Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Subsidiary), including in connection with any merger or consolidation;

 

  (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement); or

 

  (4) the making of any Investment (other than a Permitted Investment) in any Person.

“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

“SEC” means the U.S. Securities and Exchange Commission. “Secured Indebtedness” means any Indebtedness secured by a Lien. “Securities Act” means the U.S. Securities Act of 1933, as amended.

 

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“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Sold Entity or Business” shall have the meaning provided in the definition of the term “EBITDA.”

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Specified Restructuring” means any restructuring or other strategic initiative (including cost saving initiative) of the Company or any of its Restricted Subsidiaries after the Issue Date and not in the ordinary course and described in reasonable detail in a certificate of a responsible financial or accounting Officer delivered by the Company to the Trustee.

“Specified Transaction” shall mean, with respect to any period, any Investment, sale, transfer or other disposition of assets or property, Incurrence, Refinancing, prepayment, redemption, repurchase, defeasance, extinguishment, retirement or repayment of Indebtedness.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Strategic Investors” means physicians, hospitals, health systems, other healthcare providers, other healthcare companies and other similar strategic joint venture partners which joint venture partners are actively involved in the day-to-day operations of providing surgical care and surgery-related services, or, in the case of physicians, that have retired therefrom, individuals who are former owners or employees of surgical care facilities purchased by the Company, any of its Restricted Subsidiaries, and consulting firms that receive common stock solely as consideration for consulting services performed.

“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Subsidiary Guarantee of such Person, as the case may be, pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

 

  (1) such Person;

 

  (2) such Person and one or more Subsidiaries of such Person; or

 

  (3) one or more Subsidiaries of such Person.

“Subsidiary Guarantee” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the Notes.

“Subsidiary Guarantor” means each Subsidiary of the Company that executes the Indenture governing the Notes as a guarantor on the Issue Date, unless such Subsidiary Guarantor is released pursuant to the Indenture, and each other Subsidiary of the Company that thereafter Guarantees such Notes pursuant to the terms of the Indenture.

“Temporary Cash Investments” means any of the following:

 

  (1) any U.S. Government Obligation;

 

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  (2) investments in demand and time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

 

  (3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

 

  (4) investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to Standard and Poor’s;

 

  (5) investments in securities issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A2” by Moody’s;

 

  (6) eligible banker’s acceptances, repurchase agreements and tax-exempt municipal bonds having a maturity of less than one year, in each case having a rating of, or evidencing the full recourse obligation of a person whose senior debt is rated, at least “A” by S&P and at least “A2” by Moody’s; and

 

  (7) investments in money market funds that invest substantially all their assets in securities of the types described in clauses (1) through (6) above.

“Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company.

“Trustee” means U.S. Bank National Association until a successor replaces it and, thereafter, means the successor.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. § 77aaa-77bbbb) as in effect on the Issue Date.

“Trust Officer” means the Chairman of the Board, the President, any Vice President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

“Unrestricted Cash” shall mean, as of any date of determination, the aggregate amount of cash and Permitted Investments of the Company or any of its Subsidiaries properly classified as “Unrestricted Cash” for purposes of GAAP as at such date and excluding cash and Permitted Investments held by any such Subsidiary to the extent that the payment or distribution by such Subsidiary of such cash or Permitted Investments to the Company is not permitted by the terms of such Subsidiary’s articles of incorporation (or corporate charter or other similar organizational documents) or bylaws (or other similar documents) or any agreement, instrument or applicable law; provided that the amount of cash and Permitted Investments of any Foreign Subsidiary of the Company that is included in the calculation of Unrestricted Cash shall be reduced by the amount of taxes reasonably expected to be incurred in connection with the repatriation of such cash or Permitted Investments if such cash or Permitted Investments were to be transferred from such Foreign Subsidiary to the Company or any of its Domestic Subsidiaries.

“Unrestricted Subsidiary” means:

 

  (1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and

 

  (2) any Subsidiary of an Unrestricted Subsidiary.

 

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The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $5,000 or less or (B) if such Subsidiary has assets greater than $5,000, such designation would be permitted as an Investment at the time of such designation under the covenant described under “—Certain Covenants—Limitation on Restricted Payments”; provided, further, however, that each of (i) the Subsidiaries to be so designated and (ii) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue , assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Company or any Restricted Subsidiary.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) (i) the Company could Incur $1.00 of additional Indebtedness under paragraph (A) of the covenant described under “—Certain Covenants—Limitation on Indebtedness” or (ii) the Consolidated Coverage Ratio for Company would be no worse than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Opinion of Counsel and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or one or more other Wholly Owned Subsidiaries.

 

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BOOK-ENTRY, DELIVERY AND FORM

Except as described below, we will issue the exchange notes in the form of one or more registered exchange notes in global form without coupons. We will deposit each global note on the date of the closing of this exchange offer with, or on behalf of, The Depository Trust Company in New York, New York, and register the exchange notes in the name of The Depository Trust Company or its nominee or will leave the exchange notes in the custody of the trustee.

Except as set forth below, the global notes may be transferred only to another nominee of The Depository Trust Company or to a successor of The Depository Trust Company or its nominee, in whole or in part. Except in the limited circumstances described below, beneficial interests in the global notes may not be exchanged for notes in certificated form and owners of beneficial interests in the global notes will not be entitled to receive physical delivery of notes in certificated form. See “—Exchange of Book-Entry Notes for Certificated Notes.”

Depository Trust Company Procedures

For your convenience, we are providing you with a description of the operations and procedures of The Depository Trust Company. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We are not responsible for these operations and procedures and urge you to contact the system or its participants directly to discuss these matters.

The Depository Trust Company has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations and to facilitate the clearance and settlement of transactions in those securities between its participants through electronic book entry changes in the accounts of these participants. These direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to The Depository Trust Company’s system is also indirectly available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a direct or indirect custodial relationship with a direct participant. The Depository Trust Company may hold securities beneficially owned by other persons only through its participants and the ownership interests and transfers of ownership interests of these other persons will be recorded only on the records of the participants and not on the records of The Depository Trust Company.

The Depository Trust Company has also advised us that, in accordance with its procedures:

(1) upon deposit of the global notes, it will credit the accounts of the direct participants with an interest in the global notes, and

(2) it will maintain records of the ownership interests of these direct participants in the global notes and the transfer of ownership interests by and between direct participants.

The Depository Trust Company will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, indirect participants or other owners of beneficial interests in the global notes. Both direct and indirect participants must maintain their own records of ownership interests of, and the transfer of ownership interests by and between, indirect participants and other owners of beneficial interests in the global notes.

Investors in the global notes may hold their interests in the exchange notes directly through The Depository Trust Company if they are direct participants in The Depository Trust Company or indirectly through organizations that are direct participants in The Depository Trust Company. All interests in a global note may be subject to the procedures and requirements of The Depository Trust Company.

The laws of some states require that some persons take physical delivery in definitive certificated form of the securities that they own. This may limit or curtail the ability to transfer beneficial interests in a global note to these persons. Because The Depository Trust Company can act only on behalf of direct participants, which in turn act on behalf of indirect participants and others, the ability of a person having a beneficial interest in a global note to pledge its interest to persons or entities that are not direct participants in The Depository Trust Company or to otherwise take actions in respect of its interest may be affected by the lack of physical certificates evidencing the interests.

 

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Except as described below, owners of interests in the global notes will not have exchange notes registered in their names, will not receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or holders of the exchange notes under the indenture for any purpose.

Payments with respect to the principal of and interest and premium and additional interest, if any, on any exchange notes represented by a global note registered in the name of The Depository Trust Company or its nominee on the applicable record date will be payable by the trustee to or at the direction of The Depository Trust Company or its nominee in its capacity as the registered holder of the global note representing the exchange notes under the indenture governing the notes. Under the terms of the indenture, we and the trustee will treat the person in whose names the exchange notes are registered, including exchange notes represented by global notes, as the owners of the exchange notes for the purpose of receiving payments and for any and all other purposes whatsoever. Payments in respect of the principal and interest on global notes registered in the name of The Depository Trust Company or its nominee will be payable by the trustee to The Depository Trust Company or its nominee as the registered holder under the indenture governing the notes. Consequently, none of the Issuer, the trustee or any of our agents or the trustee’s agents has or will have any responsibility or liability for:

(1) any aspect of The Depository Trust Company’s records or any direct or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any of The Depository Trust Company’s records or any direct or indirect participant’s records relating to the beneficial ownership interests in any global note, or

(2) any other matter relating to the actions and practices of The Depository Trust Company or any of its direct or indirect participants.

The Depository Trust Company has advised us that its current practice, upon receipt of any payment in respect of securities such as the exchange notes, including principal and interest, is to credit the accounts of the relevant participants with the payment on the payment date, in amounts proportionate to their respective holdings in the principal amount of beneficial interest in the security as shown on its records, unless it has reasons to believe that it will not receive payment on the payment date. Payments by the direct and indirect participants to the beneficial owners of interests in the global note will be governed by standing instructions and customary practice and will be the responsibility of the direct or indirect participants and will not be the responsibility of The Depository Trust Company, the trustee or us.

Neither we nor the trustee will be liable for any delay by The Depository Trust Company or any direct or indirect participant in identifying the beneficial owners of the exchange notes and the Issuer and the trustee may conclusively rely on, and will be protected in relying on, instructions from The Depository Trust Company or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the exchange notes.

Subject to existing transfer restrictions under the Securities Act, transfers between participants in The Depository Trust Company will be effected in accordance with The Depository Trust Company’s procedures, and will be settled in same day funds.

The Depository Trust Company has advised us that it will take any action permitted to be taken by a holder of exchange notes only at the direction of one or more participants to whose account The Depository Trust Company has credited the interests in the global notes and only in respect of the portion of the aggregate principal amount of the exchange notes as to which the participant or participants has or have given that direction. However, if there is an event of default with respect to the exchange notes, The Depository Trust Company reserves the right to exchange the global notes for legended exchange notes in certificated form and to distribute them to its participants.

 

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Although The Depository Trust Company has agreed to these procedures to facilitate transfers of interests in the global notes among participants in The Depository Trust Company, it is under no obligation to perform or to continue to perform these procedures and may discontinue them at any time. None of the Issuer, the trustee or any of our or the trustee’s respective agents will have any responsibility for the performance by The Depository Trust Company or its direct or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Book-Entry Notes for Certificated Notes

A global note will be exchangeable for definitive exchange notes in registered certificated form if:

(1) The Depository Trust Company notifies us that it is unwilling or unable to continue as depository for the global notes and we fail to appoint a successor depository within 90 days,

(2) The Depository Trust Company ceases to be a clearing agency registered under the Exchange Act and we fail to appoint a successor within 90 days,

(3) the issuer notifies the trustee that it has elected to cause the issuance of certificated exchange notes, or

(4) a default or an event of default under the indenture for the exchange notes has occurred and is continuing.

In all cases, certificated exchange notes delivered in exchange for any global note or beneficial interests in a global note will be registered in the name, and issued in any approved denominations, requested by or on behalf of The Depository Trust Company, in accordance with its customary procedures and will bear the applicable restrictive legend, unless that legend is not required by applicable law.

Exchange of Certificated Notes for Book-Entry Notes

If certificated exchange notes are issued in the future, they will not be exchangeable for interests in any global note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.

Same Day Settlement

We expect that the interests in the global notes will be eligible to trade in The Depository Trust Company’s Same-Day Funds Settlement System. As a result, secondary market trading activity in these interests will settle in immediately available funds, subject in all cases to the rules and procedures of The Depository Trust Company and its participants. We expect that secondary trading in any certificated exchange notes will also be settled in immediately available funds.

Payment

The indenture requires that payments in respect of the exchange notes represented by global notes, including principal and interest, be made by wire transfer of immediately available funds to the accounts specified by the holder of the global notes. With respect to exchange notes in certificated form, we will make all payments of principal and interest on the exchange notes at our office or agency maintained for that purpose within the city and state of New York. This office will initially be the office of the trustee maintained for that purpose. At our option however, we may make these installments of interest by

(1) check mailed to the holders of exchange notes at their respective addresses provided in the register of holder of exchange notes, or

(2) transfer to an account maintained by the payee.

 

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material United States federal income tax consequences of the exchange of private notes for exchange notes in the exchange offer. This summary is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations thereunder and administrative interpretations and judicial decisions, all as in effect on the date of this prospectus and all of which are subject to change, with possible retroactive effect. No opinion of counsel has been obtained, and AmSurg does not intend to seek a ruling from the United States Internal Revenue Service (the “IRS”), as to any of the tax consequences discussed below. There can be no assurance that the IRS will not challenge one or more of the tax consequences described below.

This summary does not purport to address all tax consequences that may be important to a particular holder in light of that holder’s particular circumstances, and does not apply to persons subject to special treatment under United States federal income tax law (including, without limitation, a bank, governmental authority or agency, financial institution, insurance company, pass-through entity, tax-exempt organization, broker or dealer in securities or small business investment company, an employee of or other service provider to AmSurg, a person holding private notes that are a hedge against, or that are hedged against, currency risk or that are part of a straddle, constructive sale or conversion transaction, a person that owns more than 10% of the common stock of the Issuer (actually or constructively), a person that is in bankruptcy or a regulated investment company or real estate investment trust). This summary assumes that each holder of a private note holds such security as a “capital asset” within the meaning of Section 1221 of the Code. Additionally, this summary does not discuss any tax consequences that may arise under any laws other than United States federal income tax law, including under federal estate and gift tax laws or state, local or non-United States tax law.

The United States federal income tax consequences to a partner in an entity or arrangement treated as a partnership for United States federal income tax purposes that holds a private note generally will depend on the status of the partner and the activities of the partner and the partnership. A partnership, or a partner in a partnership, holding private notes should consult its own tax advisor.

THIS SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS RELEVANT TO A PARTICULAR HOLDER. ACCORDINGLY, THE FOLLOWING SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR FOR THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES APPLICABLE TO THE TRANSACTIONS DESCRIBED IN THIS REGISTRATION STATEMENT.

Consequences of Tendering Private Notes

The exchange of your private notes for exchange notes in the exchange offer should not constitute an exchange for United States federal income tax purposes because the exchange notes should not be considered to differ materially in kind or extent from the private notes exchanged therefor. Accordingly, the exchange offer should have no United States federal income tax consequences to you if you exchange your private notes for exchange notes and the exchange notes you receive should be treated as a continuation of your investment in the private notes. Consequently, there should be no change in your tax basis and your holding period should carry over to the exchange notes. In addition, the United States federal income tax consequences of holding and disposing of your exchange notes should be the same as those applicable to your private notes.

 

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. AmSurg has agreed that, starting on the expiration date of the exchange offer and ending 90 days after such date, it will make this prospectus available to any broker-dealer for use in connection with any such resale.

AmSurg will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration of the exchange offer, AmSurg will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. AmSurg has agreed to pay all expenses in connection with the exchange offer other than commissions or concessions of broker-dealers. AmSurg will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

We have agreed to pay generally all expenses incident to the exchange offer, other than brokerage commissions and transfer taxes, if any, and will indemnify the holders of the private notes (including participating broker-dealers) against certain liabilities, including liabilities under the Securities Act.

 

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LEGAL MATTERS

The validity of the exchange notes and the guarantees thereof will be passed upon for us by Hodgson Russ, LLP, New York, New York. Certain legal matters relating to Arkansas, California, Colorado, Georgia, Kansas and Minnesota law will be passed upon for us by Kutak Rock LLP. Certain legal matters relating to Connecticut law will be passed upon for us by Hodgson Russ, LLP, New York, New York. Certain legal matters relating to Delaware and Tennessee law will be passed upon for us by Bass, Berry & Sims PLC, Nashville, Tennessee. Certain legal matters relating to Florida law will be passed upon for us by Akerman LLP. Certain legal matters relating to Maryland law will be passed upon for us by Venable LLP. Certain legal matters relating to Massachusetts law will be passed upon for us by Murtha Cullina LLP. Certain legal matters relating to New Jersey law will be passed upon for us by Wilentz, Goldman & Spitzer, P.A. Certain legal matters relating to North Carolina and South Carolina law will be passed upon for us by Parker Poe Adams & Bernstein LLP. Certain legal matters relating to Texas law will be passed upon for us by Leichty & McGinnis, LLP. Certain matters relating to West Virginia law will be passed upon for us by Steptoe & Johnson LLP.

EXPERTS

The consolidated financial statements, and the related consolidated financial statement schedule, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and the effectiveness of AmSurg Corp.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which are incorporated herein by reference. Such consolidated financial statements and consolidated financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Sunbeam Holdings, L.P. as of and for the year ended December 31, 2013, incorporated in this Prospectus by reference from the Company’s Current Report on Form 8-K dated December 23, 2014, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Sunbeam Holdings, L.P. as of December 31, 2012 and for each of the two years then ended, incorporated in this Prospectus by reference from the Company’s Current Report on Form 8-K dated December 23, 2014, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

 

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LOGO

Up To $1,100,000,000 aggregate principal amount

5.625% Senior Notes due 2022

which have been registered under the Securities Act of 1933

for

Up To $1,100,000,000 aggregate principal amount outstanding

outstanding unregistered 5.625% Senior Notes due 2022

 

 

PROSPECTUS

                      , 2015

 

 

Until                     (90 days after the date of this prospectus), all dealers that effect transactions in the exchange notes, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

 

 

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Arkansas

Sheridan Healthcare of Arkansas, P.A. is incorporated under the laws of the State of Arkansas.

Section 4-27-850 of the Arkansas 1987 Business Corporation Act allows a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he 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 corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The articles of incorporation of Sheridan Healthcare of Arkansas, P.A. provide that directors and officers of the company shall be indemnified to the fullest extent permitted by the Arkansas 1987 Business Corporation Act in connection with any actual or threatened action or proceeding (including civil, criminal, administrative, or investigative proceedings) arising out of their service to the company or to another organization at the company’s request.

California

Sheridan Healthcorp of California, Inc., Anesthesia and Pain Management Services of California, Inc. and Medical Anesthesia Consultants Medical Group, Inc. are all incorporated under the laws of the State of California.

Section 317 of the California General Corporation Law provides that a California corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than in certain derivative actions as described below, by reason of the fact that he or she is or was a director, officer, employee or other agent of the corporation, or is or was serving at the corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a corporation that was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation, against expenses, including attorneys’ fees, judgments, fines, settlements and other amounts actually or reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In the case of a derivative action, no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of his or her duty to the corporation and its shareholders unless and only to the extent that the court in which action or suit is or was pending shall determine that, in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnify for these expenses which this court shall deem proper. Section 317 further provides that to the extent that the director, officer, employee or agent of a corporation has been successful on the merits in defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys’ fees, actually or reasonably incurred by him or her in connection with such defense.

 

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The articles of incorporation of Medical Anesthesia Consultants Medical Group, Inc. provide that agents of the company shall be indemnified to the fullest extent permitted by the California General Corporation Law. The articles of incorporation of Sheridan Healthcorp of California, Inc. provide that the company may indemnify its agents through bylaw provisions, agreements such agents, votes of shareholders or disinterested directors or otherwise in excess of the indemnification permitted by Section 317 of the California General Corporation Law, subject only to the limits on indemnification in the California General Corporation Law with respect to actions for breach of a duty to the company and its shareholders.

The bylaws of each of Anesthesia Pain Management Services of California, Inc., Medical Anesthesia Consultants Medical Group, Inc. and Sheridan Healthcorp of California provide that officers and directors shall be indemnified to the fullest extent of the California General Corporation Law in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding.

Colorado

Sheridan Children’s Healthcare Services of Colorado, P.C. is incorporated under the laws of the State of Colorado.

Sections 7-109-101 through 7-109-110 of the Colorado Corporations and Associations Act (the “CCAA”) contain specific provisions relating to indemnification of directors and officers of Colorado corporations. In general, the CCAA provides that unless limited by the corporation’s articles of incorporation (a) a corporation shall indemnify a director who is wholly successful in the defense of a proceeding to which he or she is a party because of his or her status as a director for reasonable expenses incurred in connection with the proceeding and (b) a corporation may indemnify a director for reasonable expenses, if it is determined as provided in the CCAA that the director’s actions met a certain standard of conduct, provided, however, that the corporation may not indemnify a director by or in the right of the corporation who is adjudged liable to the corporation or in connection with any proceeding in which the director is adjudged liable of having derived an improper personal benefit. The CCAA also permits a director of a corporation who is a party to a proceeding to be paid an advance of expenses under certain circumstances set forth in the CCAA. Officers are entitled to the same mandatory indemnification as directors, as aforesaid, and the CCAA also allows officers and other employees to be indemnified to an even greater extent so long as not inconsistent with public policy and if provided for by the corporation’s bylaws, by resolution of the corporation’s board of directors or shareholders or by contract.

The articles of incorporation of Sheridan Children’s Healthcare Services of Colorado, P.C. provide that officers and directors of the company shall be indemnified to the fullest extent permitted under the Colorado Corporations and Associations Act.

Connecticut

Wilton NSC, LLC and Sheridan Healthcare of Connecticut, P.C. are incorporated or organized under the laws of the State of Connecticut.

The Connecticut Limited Liability Company Act provides for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which an individual is a party because such individual is or was a member or manager.

Sections 33-770 through 33-776 of the Business Corporation Act of the State of Connecticut provide that a corporation may indemnify a director or officer against judgments, fines, penalties, amounts paid in settlement and reasonable expenses actually incurred by him or her, including attorneys’ fees, for actions brought or threatened to be brought against him or her in his or her capacity as a director or officer, other than actions brought by or in the right of the corporation, when it is determined by certain disinterested parties that he or she acted in good faith in a manner he or she reasonably believed to be in the corporation’s best interest (or in the case of conduct not in his or her official capacity, at least not opposed to the best interests of the corporation). In any criminal action or proceeding, it also must be determined that the director or officer had no reasonable cause to believe that his or her conduct was unlawful. A director or officer must be indemnified when he or she is wholly successful on the merits or otherwise in the defense of a proceeding or in circumstances where a court determines that he or she is fairly and reasonably entitled to be indemnified. In connection with shareholder derivative suits, a director or officer may not be indemnified unless he or she is finally adjudged (a) to have met the relevant standard of conduct described above and (b) not to have received a financial benefit to which he or she was not entitled, whether or not he or she was acting in his or her official capacity.

 

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The Limited Liability Company Agreement of Wilton NSC, LLC provides it will indemnify the member, its officers and employees against any claim, demand, liability, fine or expense (including, without limitation, reasonable legal fees and disbursements, court costs and the cost of appellate proceedings) arising out of any act or inaction by the member, its officers or employees done in good faith and reasonably believed by such party to be in the best interests of Wilton NSC, LLC and provided, in the case of any fine, that the member, its officer or employee had no reasonable cause to believe its conduct was unlawful.

Wilton NSC, LLC may not indemnify a member or officer: (a) in connection with a proceeding by or in the right of the limited liability company in which the member or officer was adjudged liable to the limited liability company; or (b) in connection with any other proceeding charging that the member or officer derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the member or officer was adjudged liable on the basis that the member or officer derived an improper personal benefit.

The certificate of incorporation of Sheridan Healthcare of Connecticut, P.C. provides that officers, directors and shareholders shall be indemnified with respect to liability incurred in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal, arising out of or relating to any action taken, or any failure to take any action, or as an officer, director or shareholder, as applicable or, while an officer, director or shareholder of the Corporation, as applicable, when serving at the company’s request as an officer, director, partner, trustee employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity.

Sheridan Healthcare of Connecticut, P.C. may not indemnify officers, directors and shareholders from liability that (a) involved a knowing and culpable violation of law by the officer, director or shareholder, (b) enabled the officer, director or shareholder, as applicable, or an associate, as defined in Section 33-840 of the Connecticut Business Corporation Act, to receive improper personal gain, (c) showed a lack of good faith and a conscious disregard for the duty of the officer, director or shareholder to the Corporation, as applicable, under circumstances in which such officer, director or shareholder was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation, (d) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the officer, director or shareholder’s duty to the Corporation or (e) created liability under Section 33-757 of the Connecticut Business Corporation Act.

Delaware

All Women’s Healthcare Holdings, Inc., AmSurg Holdings, Inc., Sheridan Healthcare, Inc., Sheridan Holdings, Inc., Sheridan InvestCo, LLC, Sheridan Radiology Services, Inc., Sunbeam Intermediate Holdings, Inc. and Sunbeam Primary Holdings, Inc. are all incorporated or organized under the laws of the State of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right

 

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of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The operating agreement of Sheridan InvestCo, LLC provides that members, directors and officers shall be entitled to indemnification to the fullest extent permitted by the Delaware Limited Liability Company Act, provided that: (i) any such action was undertaken in good faith on behalf of the company and in a manner reasonably believed to be in, or not opposed to, the best interests of the company; (ii) any such action was reasonably believed to be within the scope of authority conferred on such member, director or officer manager by the operating agreement, and (iii) with respect to any criminal action or proceeding, such member, director or officer had no reasonable cause to believe his action or omission was unlawful.

The limited liability company agreement of Sunbeam Asset LLC provides that officers and directors shall be indemnified to the fullest extent of the Delaware Limited Liability Company Act in connection with any proceeding, and shall be indemnified if wholly successful in the defense of any such proceeding against reasonable expenses incurred.

The certificate of incorporation of each of AmSurg Holdings, Inc., FMO Healthcare Holdings, Inc., Sheridan Radiology Services, Inc. and Sunbeam Intermediate Holdings, Inc. provide that officers and directors shall be indemnified to the fullest extent permitted by the DGCL.

The certificate of incorporation of Sheridan Healthcare, Inc. provides that the officers and directors shall be indemnified to the fullest extent permitted by the DGCL in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the company or otherwise, arising out of their service to the company or to another organization at the company’s request.

The certificate of incorporation of Sunbeam Primary Holdings, Inc. provides that officers and directors shall be indemnified to the fullest extent permitted by the DGCL in connection with any action or proceeding, whether criminal, civil, administrative or investigative, arising out of their service to the company or to another organization at the company’s request.

The bylaws of each of All Women’s Healthcare Holdings, Inc., FMO Healthcare Holdings, Inc., Sheridan Radiology Services, Inc., Sunbeam Intermediate Holdings, Inc. and Sunbeam Primary Holdings, Inc. provide that: (i) officers and directors shall be indemnified to the fullest extent permitted by the DGCL in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the company) if such officer or director acted in good faith and in a manner reasonably believed to be in or not opposed to the bests interests of the company, and, with respect to any criminal action or proceeding, such officer or director had no reasonable cause to believe his conduct was unlawful; and (ii) officers and directors shall be indemnified to the fullest extent permitted by the DGCL in connection with any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor if such officer or director acted in good faith and in a manner reasonably believed to be in or not opposed to the bests interests of the company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless, and only to the extent that, the appropriate court shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses in view of all of the circumstances of the case.

The bylaws of Sheridan Healthcare, Inc. provide that officers shall be indemnified to the fullest extent permitted by the DGCL in connection with any threatened, pending or completed action, suit or proceeding (or part thereof), whether civil, criminal, administrative, arbitrative or investigative, any appeal of such an action, suit or proceeding, arising out of their service to the company or to another organization at the company’s request; provided, however, that the company shall not indemnify any such officer only if: (i) such action, suit or proceeding was authorized by the board of directors of the company; (ii) such officer is finally adjudicated not to have acted in good faith and in a manner such officer reasonably believed to be in, or not opposed to, the best interests of the company, and; (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

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The bylaws of Sheridan Holdings, Inc. provide that officers and directors shall be indemnified to the fullest extent permitted by the DGCL in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding if such officer or director acted in good faith and in a manner reasonably believed to be in or not opposed to the bests interests of the company, and, with respect to any criminal action or proceeding, such officer or director had no reasonable cause to believe his conduct was unlawful

Florida

All Women’s Healthcare, Inc., All Women’s Healthcare of Dade, Inc., All Women’s Healthcare of Sawgrass, Inc., All Women’s Healthcare of West Broward, Inc., All Women’s Healthcare Services, Inc., Anesthesiologists of Greater Orlando, Inc., Anesthesiology Associates of Tallahassee, Inc., Bethesda Anesthesia Associates, Inc., Boca Anesthesia Service, Inc., Discovery Clinical Research, Inc., Drs. Ellis, Rojas, Ross & Debs, Inc., Flamingo Anesthesia Associates, Inc., FM Healthcare Services, Inc., FO Investments, Inc., FO Investments II, Inc., FMO Healthcare Holdings, Inc., Global Surgical Partners, Inc., Greater Florida Anesthesiologists, LLC, Gynecologic Oncology Associates, Inc., Jacksonville Beaches Anesthesia Associates, Inc., Jupiter Anesthesia Associates, L.L.C., Jupiter Healthcare, LLC, New Generations Babee Bag, Inc., North Florida Perinatal Associates, Inc., Parity Healthcare, Inc., Partners in Medical Billing, Inc., Sheridan Anesthesia Services of Alabama, Inc., Sheridan Anesthesia Services of Louisiana, Inc., Sheridan Anesthesia Services of Oklahoma, Inc., Sheridan Anesthesia Services of Virginia, Inc., Sheridan Children’s Healthcare Services, Inc., Sheridan Children’s Healthcare Servies of Arizona, Inc., Sheridan Children’s Healthcare Services of Louisiana, Inc., Sheridan Children’s Healthcare Services of New Mexico, Inc., Sheridan Children’s Healthcare Services of Virginia, Inc., Sheridan Clinical Research, Inc., Sheridan Emergency Physician Services, Inc., Sheridan Emergency Physician Services of North Missouri, Inc., Sheridan Emergency Physician Services of Missouri, Inc., Sheridan Emergency Physician Services of South Florida, Inc., Sheridan Healthcare of Louisiana, Inc., Sheridan Healthcare of Missouri, Inc., Sheridan Healthcare of Vermont, Inc., Sheridan Healthcare of Virginia, Inc., Sheridan Healthcorp, Inc., Sheridan Healthy Hearing Services, Inc. Southeast Perinatal Associates, Inc., Tennessee Valley Neonatology, Inc., Tiva Healthcare, Inc., Anesthesiology of Jupiter, P.A., Comprehensive Pain Medicine, Inc., Comprehensive Teleradiology Solutions, Inc., Coral Anesthesia Associates, Inc., Florida United Radiology, L.C., ICS Radiology, Inc., Interventional Rehabilitation of South Florida, Inc., Jupiter Imaging Associates, Inc., Pain Physicians of Central Florida, P.A., Sheridan Acquisition Associates, P.A., Sheridan Acquisition Associates II, P.A., Sheridan Critical Care Services, P.A., Sheridan Emergency Physician Services of South Dade, Inc., Sheridan Radiology Services of Central Florida, Inc., Sheridan Radiology Services of Kentucky, Inc., Sheridan Radiology Services of Pinellas, Inc. and Sheridan Radiology Services of South Florida, Inc. are all incorporated or organized under the laws of the State of Florida.

Section 607.0850 of the Florida Business Corporation Act (the “FBCA”) provides, in relevant part, that a corporation may indemnify any person who was or is a party to any proceeding by reason of the fact that such person 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 corporation, partnership, joint venture, trust, or other enterprise, against liability incurred in connection with such proceeding, including any appeal thereof, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful; provided, however, no indemnification shall be made in connection with any proceeding brought by or in the right of a corporation where the person involved is adjudged to be liable to the corporation, except to the extent approved by a court. To the extent that any director, officer, employee or agent of the corporation has been successful on the merits or otherwise in the defense of any of the proceedings described above, the FBCA provides that the corporation is required to indemnify such person against expenses actually and reasonably incurred in connection therewith.

The indemnification and advancement of expenses provided pursuant to Section 607.0850 are not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such

 

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office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (ii) a transaction from which the director, officer, employee, or agent derived an improper personal benefit, (iii) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 are applicable, or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

Section 608.4229 of the Florida Limited Liability Company Act permits a limited liability company to indemnify its members, managers, managing members, officers, employees, and agents subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement. A limited liability company may, and has the power to, but is not required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding the foregoing, indemnification or advancement of expenses should not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee or agent were material to the cause of action so adjudicated and constitute any of the following: (i) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (ii) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (iii) in the case of a manager or managing member, a circumstance under which the liability provisions of Section 608.426 are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

Notwithstanding the foregoing, all Florida limited liability companies will become subject to the Florida Revised Limited Liability Act, Chapter 605, Florida Statutes, as of January 1, 2015. Section 605.0408 of the Florida Revised Limited Liability Act permits a limited liability company to indemnify and hold harmless a person with respect to a claim or demand against the person and a debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of Sections 605.0405 (limitations on distributions), 605.0407 (management of limited liability company), 605.04071 (delegation of rights and powers to manage), 605.04072 (selection and terms of managers in a manager-managed limited liability company), 605.04073 (voting rights of members and managers), 605.04074 (agency rights of members and managers), or 605.04091 (standards of conduct for members and managers). Pursuant to Section 605.0105(3) of the Florida Revised Limited Liability Company Act, a limited liability company’s operating agreement may not provide for indemnification for a member or manager under Section 605.0408 for any of the following: (i) conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law; (ii) a transaction from which the member or manager derived an improper personal benefit; (iii) a circumstance under which the liability provisions of s. 605.0406 are applicable; (iv) a breach of duties or obligations under Section 605.04091, taking into account a variation of such duties and obligations provided for in the operating agreement to the extent allowed by Section 605.0105(4).

The bylaws of each of All Women’s Healthcare, Inc., All Women’s Healthcare of Dade, Inc., All Women’s Healthcare of Sawgrass, Inc., All Women’s Healthcare of West Broward, Inc., Anesthesiologists of Greater Orlando, Inc., Anesthesiology Associates of Tallahassee, Inc., Bethesda Anesthesia Associates, Inc., Boca Anesthesia Service, Inc., Discovery Clinical Research, Inc., Drs. Ellis, Rojas, Ross & Debs, Inc., Flamingo Anesthesia Associates, Inc., FM Healthcare Services, Inc., FO Investments, Inc., FO Investments III, Inc., Global Surgical Partners, Inc., Jacksonville Beaches Anesthesia Associates, Inc., New Generations Babee Bag, Inc., North Florida Perinatal Associates, Inc., Parity Healthcare, Inc., Partners in Medical Billing, Inc., Sheridan Anesthesia Services of Alabama, Inc., Sheridan Anesthesia Services of Louisiana, Inc., Sheridan Anesthesia Services of Oklahoma, Inc., Sheridan Anesthesia Services of Virginia, Inc., Sheridan Children’s Healthcare Services, Inc., Sheridan Children’s Healthcare Services of Arizona, Inc., Sheridan Children’s Healthcare Services of Louisiana, Inc., Sheridan Children’s Healthcare Services of New Mexico, Inc., Sheridan Children’s Healthcare Services of Virginia, Inc., Sheridan Clinical Research, Inc., Sheridan Emergency Physician Services, Inc., Sheridan Emergency Physician Services of North Missouri, Inc., Sheridan Emergency Physician Services of Missouri, Inc., Sheridan Emergency

 

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Physician Services of South Florida, Inc., Sheridan Healthcare of Louisiana, Inc., Sheridan Healthcare of Missouri, Inc., Sheridan Healthcare of Vermont, Inc., Sheridan Healthcare of Virginia, Inc., Sheridan Healthcorp, Inc., Sheridan Healthy Hearing Services, Inc. Southeast Perinatal Associates, Inc., Tennessee Valley Neonatology, Inc., Tiva Healthcare, Inc., Anesthesiology of Jupiter, P.A., Comprehensive Teleradiology Solutions, Inc., Coral Anesthesia Associates, Inc., ICS Radiology, Inc., Interventional Rehabilitation of South Florida, Inc., Jupiter Imaging Associates, Inc., Pain Physicians of Central Florida, P.A., Sheridan Acquisition Associates, P.A., Sheridan Acquisition Associates II, P.A., Sheridan Critical Care Services, P.A., Sheridan Emergency Physician Services of South Dade, Inc., Sheridan Radiology Services of Central Florida, Inc., Sheridan Radiology Services of Kentucky, Inc., Sheridan Radiology Services of Pinellas, Inc. and Sheridan Radiology Services of South Florida, Inc. provide that officers and directors shall be indemnified to the fullest extent of the DGCL in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding arising out of their service to the company or to another organization at the company’s request.

The articles of incorporation of each of Sheridan Children’s Healthcare Services, Inc. and Sheridan Healthcorp, Inc. provide that officers and directors shall be indemnified to the fullest extent of the FBCA in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding arising out of their service to the company or to another organization at the company’s request.

The articles of incorporation and bylaws of All Women’s Healthcare Services, Inc. provide that officers and directors shall be indemnified to the fullest extent permitted by the FBCA in connection with any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding, so long as it does not involve: (i) a medical malpractice matter, (ii) acts or omissions in contravention of a written agreement with the company, (iii) acts or omissions which are known, or should reasonably be known, to be unlawful by any such officer or director and which were not the result of the company’s direction or within the scope of employment, and (iv) acts or omissions outside of such person’s scope of employment or responsibilities and which were not the result of the company’s direction.

The articles of incorporation of Discovery Clinical Research, Inc. provide that officers and directors shall be indemnified in connection with the defense of any action, suit or proceeding, except in relation to matters as to which any such officer or director is adjudged in such action, suit or proceeding, to be liable for negligence or misconduct in the performance of such person’s duty.

The bylaws of FO Investments II, Inc. provide that officers and directors shall be indemnified to the fullest extent permitted by the FBCA in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the company) if any such officer or director acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his conduct was unlawful. Additionally, officers and directors shall be indemnified to the fullest extent permitted by the FBCA in connection with any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor if any such officer or director acted in good faith and in a manner reasonably believed to be in or not opposed to the bests interests of the company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the company unless, and only to the extent that, the appropriate court shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses in view of all of the circumstances of the case.

The bylaws of Gynecologic Oncology Associates, Inc. provide that officers and directors shall be indemnified to the fullest extent permitted by the FBCA in connection with any pending or completed action, suit or other type of proceeding (other than an action or suit by or in the right of the company), whether civil, criminal, administrative or investigative and whether formal or informal, including any appeal thereof, if any such officer or director acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Additionally, officers and directors shall be indemnified to the fullest extent permitted by the FBCA in connection with any proceeding by or in the right of the company to procure a judgment in its favor, including any

 

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appeal thereof, if any such officer or director acted in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the company, except that no indemnification shall be made in respect of any claim, issue or matter as to which he shall have been adjudged liable, and only to the extent that, the court shall determine that, despite the adjudication of liability but in view of all circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

The articles of incorporation and the bylaws of Comprehensive Pain Medicine, Inc. are silent with respect to indemnification.

The operating agreements of each of Greater Florida Anesthesiologists, LLC, Jupiter Anesthesia Associates, L.L.C., Jupiter Healthcare, LLC and Florida United Radiology, LC. provide that officers and directors shall be indemnified to the fullest extent permitted by the Florida Limited Liability Company Act in connection with any act or omission performed or omitted by any such officer or director provided that (i) any action was undertaken in good faith on behalf of the company and in a manner reasonably believed to be in, or not opposed to, the best interests of the company, (ii) any such action was reasonably believed to be within the scope of authority conferred on such person by the operating agreement of the company, and (iii) with respect to any criminal action or proceeding, such person had no reasonable cause to believe his action or omission was unlawful.

Georgia

Sheridan Emergency Physician Services of Georgia, LLC is organized under the laws of the State of Georgia.

Section 14-11-306 of the Georgia Limited Liability Company Act provides that a limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company, subject to such standards and restrictions, if any, as set forth in the articles of organization or a written operating agreement. However, no limited liability company has the power to indemnify any member or manager for the liability of a member or manager for intentional misconduct or a knowing violation of law or for any transaction for which the person received a personal benefit in violation or breach of any provision of a written operating agreement, nor may any such liability be eliminated or limited by articles of organization or a written operating agreement.

The Operating Agreement of Sheridan Emergency Physician Services of Georgia, LLC provides that officers, managers and members shall be indemnified to the fullest extent permitted by the Georgia Limited Liability Company Act from and against any and all claims and demands whatsoever arising in connection with the company incurred by any such person by reason of any act or omission performed or omitted by such person provided that (i) any such action was undertaken on behalf of the company and in a manner such person reasonably believed in good faith to be in the best interest of the company and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, (ii) any such action was reasonably believed to be within the scope of authority conferred on such person by the operating agreement of the company, and (iii) with respect to any criminal action or proceeding, such person had no knowledge or no reasonable cause to believe his action or omission was unlawful.

No officer or director of the company is entitled to indemnification against liability arising out of (i) intentional misconduct; (ii) a knowing violation of law; or (iii) any transaction for which any such person received a personal benefit in violation or breach of any provision of the operating agreement of the company.

Kansas

Physician Office Partners, Inc. is incorporated under the laws of the State of Kansas.

Section 17-6305 of the Kansas General Corporation Law authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person 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 corporation, partnership,

 

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joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including attorney’s fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

A Kansas corporation may also indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person 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 corporation, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, including attorney’s fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

The bylaws of Physician Officers Partner, Inc. provide that officers and directors shall be indemnified to the fullest extent provided by the Kansas General Corporation Law in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding, so long as any such person has acted in good faith and in a manner such person reasonably believes to be in or not opposed to the best interests of the company, and with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Maryland

Sheridan Anesthesia Services of Maryland, P.C. is incorporated under the laws of the State of Maryland.

Section 2-418 of the Maryland General Corporation Law (the “MGCL”), provides that a corporation may indemnify directors and officers against liabilities they may incur in such capacities unless it is established that: (a) the directors act or omission was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; or (b) the director actually received an improper personal benefit; or (c) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. The MGCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification may be entitled under, among other things, any bylaw or charter provision, or resolution of stockholders or directors, agreement, or otherwise.

The articles of incorporation of Sheridan Anesthesia Services of Maryland, P.C. provide that directors shall be indemnified to the fullest extent provided by the Maryland General Corporation Law in connection with any action against a director for a breach of fiduciary duty, except (i) for acts or omissions committed in bad faith or as a result of deliberate dishonesty; (ii) when a director actually received an improper personal benefit in money, property or services; or (iii) in the case of a criminal proceeding, if the director had reasonable cause to believe the act or omission was unlawful. The bylaws of Sheridan Anesthesia Services of Maryland, P.C. provide that officers and directors shall be indemnified to the fullest extent provided by the Maryland General Corporation Law in connection any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding.

 

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Massachusetts

Sheridan Healthcare of Massachusetts, P.C. is incorporated under the laws of the Commonwealth of Massachusetts.

Section 8.51 of Chapter 156D of the Massachusetts General Laws provides that a corporation may indemnify a director against liability if (1) (i) he conducted himself in good faith; (ii) he reasonably believed that his conduct was in the best interest of the corporation or that his conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (2) he engaged in conduct for which he shall not be liable under a provision of the corporation’s articles of organization authorized by Section 2.02(b)(4) of Chapter 156D of the Massachusetts General Laws. Section 8.52 of Chapter 156D of the Massachusetts General Laws provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

Section 8.56 of Chapter 156D of the Massachusetts General Laws provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation (1) to the same extent as a director and (2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Section 8.56 also provides that an officer of a corporation who is not a director is entitled to mandatory indemnification under Section 8.52, and that the officer may apply to a court for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions. Section 8.57 of the Massachusetts General Laws also affords a Massachusetts corporation the power to obtain insurance on behalf of its directors and officers against liabilities incurred by them in these capacities.

The articles of organization of Sheridan Healthcare of Massachusetts, P.C. provide that officers and directors of the company shall be indemnified to the fullest extent permitted under the Massachusetts General Laws. The bylaws of Sheridan Healthcare of Massachusetts, P.C. provide that directors and officers of the company shall be indemnified to the fullest extent permitted under the Massachusetts General Laws in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding, arising out of their service to the company or to another organization at the company’s request.

Minnesota

Sheridan Anesthesia Services of Minnesota, P.C. is incorporated under the laws of the State of Minnesota.

Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person (including any officer or director) made or threatened to be made a party to a proceeding by reason of the former or present official capacity of such person, subject to any conditions or limitations set forth in the articles of incorporation or bylaws of such corporation, against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan), settlements and reasonable expenses (including attorneys’ fees and disbursements incurred by such person in connection with the proceeding) if, with respect to the acts or omissions of such person complained of in the proceeding, such person: (1) has not been indemnified therefor by another organization or employee benefit plan, (2) acted in good faith, (3) received no improper personal benefit and, in the case of a conflict of interest, satisfied any requirements relating to directors’ conflicts of interest as set forth under the Minnesota Statutes Section 302A.255, as applicable, (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful, and (5) reasonably believed that the conduct was in the best interests of the corporation or, in certain limited circumstances, reasonably believed that the conduct was not opposed to the best interests of the corporation. In addition, subject to any conditions or limitations set forth in the articles of incorporation or bylaws of such corporation, Section 302A.521 requires payment by a corporation, upon request, of reasonable expenses in advance of final disposition of claims in certain circumstances.

 

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The bylaws of Sheridan Anesthesia Services of Minnesota, P.C. provide that officers and directors of the company shall be indemnified to the fullest extent permitted under the Massachusetts General Laws.

New Jersey

New Jersey Healthcare Specialists, P.C., Sheridan Children’s Healthcare Services of New Jersey, P.C. and Tri-County Pain Management, P.A. are all incorporated under the laws of the State of New Jersey.

Section 14A: 3-5 of the New Jersey Business Corporation Act provides that any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if: (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. Any corporation organized for any purpose under any general or special law of this New Jersey shall have the power to indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation.

The certificate of incorporation of New Jersey Healthcare Specialists, P.C. provides that officers and directors of the company shall be indemnified to the fullest extent permitted by the New Jersey Business Corporation Act in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding, arising out of their service to the company or to another organization at the company’s request, except with respect to (i) a medical malpractice claim or matter; (ii) acts or omissions in contravention of a written agreement with the company; (iii) acts or omissions which are known, or should be reasonably known, to be unlawful and which were not the result of the company’s direction or within the scope of employment; (iv) acts or omissions which are outside the scope of the responsibilities of a director or officer and were not the result of the company’s direction; and (v) any act or omission occurring prior to August 18, 2010. The bylaws of New Jersey Healthcare Specialists, P.C. provide that officers and directors of the company shall be indemnified to the fullest extent permitted by the New Jersey Business Corporation Act in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding, arising out of their service to the company.

The certificate of incorporation of Sheridan Children’s Healthcare Services of New Jersey, P.C. provides that officers and directors of the company shall be indemnified to the fullest extent permitted by the New Jersey Business Corporation Act. The bylaws of Sheridan Children’s Healthcare Services of New Jersey, P.C. provide that officers of the company shall be indemnified to the fullest extent permitted by the New Jersey Business Corporation Act in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding, arising out of their service to the company or to another organization at the company’s request.

The certificate of incorporation of Tri-County Pain Management, P.A. provides that officers and directors of the company shall be indemnified to the fullest extent permitted by the New Jersey Business Corporation Act in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal therefrom, arising out of their service to the company or to another organization at the company’s request, except with respect to (i) a medical malpractice claim or matter; (ii) acts or omissions in contravention of a written agreement with the company; (iii) acts or omissions which are known, or should be reasonably known, to be unlawful and which were not the result of the company’s direction or within the scope of employment; (iv) acts or omissions which are outside the scope of the responsibilities of a director or officer and were not the result of the company’s direction; and (v) any act or omission occurring prior to December 31, 2012. The bylaws of Sheridan Children’s Healthcare Services of New Jersey, P.C. provide that officers of the company shall be indemnified to the fullest extent permitted by the New Jersey Business Corporation Act in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding, arising out of their service to the company or to another organization at the company’s request.

 

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North Carolina

Sheridan Children’s Healthcare Services of North Carolina, P.A. is incorporated under the laws of the State of North Carolina.

Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act permit indemnification of directors and officers in a variety of circumstances. In addition, a corporation may purchase insurance under the law of North Carolina on behalf of directors, officers, employees or agents.

The bylaws of Sheridan Children’s Healthcare Services of North Carolina, P.A. provide that each officer and shareholder who renders professional services for the company as one duly licensed to practice medicine and related services in North Carolina, shall be indemnified to the fullest extent permitted by the North Carolina Business Corporation Act in connection with any negligent or wrongful acts or misconduct committed by him, or by any person under his direct supervision and control, while rendering such professional services on behalf of the company; provided, however, the company shall not be so liable with respect to any matter in which such person has been guilty of fraud or material misrepresentation to the company, its board of directors, its shareholders, or any other person.

South Carolina

Sheridan Children’s Healthcare Services of South Carolina, P.A. and Sheridan Emergency Physician Services of South Carolina, P.A. are incorporated under the laws of the State of South Carolina.

Under Sections 33-8-510 and 33-8-520 of the South Carolina Business Corporation Act, a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed: (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; and (ii) in all other cases, that his conduct was at least not opposed to its best interest; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director under this section in connection with a proceeding by or in right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

The articles of incorporation of each of Sheridan Children’s Healthcare Services of South Carolina, P.A. and Sheridan Emergency Physician Services of South Carolina, P.A. provide for the indemnification of officers and directors to the fullest extent permitted by the South Carolina Business Corporation Act in connection with any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit, or proceeding, arising out of their service to the company or to another organization at the company’s request; provided, however, that indemnification shall not be available for any such person in connection with (i) a medical malpractice claim or matter; (ii) acts or omissions in contravention of such person’s employment agreement or written agreement with the company including without limitation, failure to substantially abide by policies and procedures in the manner described such person’s employment agreement or written agreement with the company; (iii) acts or omissions which are known, or should reasonably be known to be unlawful by such person and which were not the result of the company’s direction or within the scope of employment; and (iv) acts or omissions which are outside the scope of such person’s scope of employment or responsibilities as a director or officer, as applicable, and which were not the result of the company’s direction.

 

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The bylaws of each of Sheridan Children’s Healthcare Services of South Carolina, P.A. and Sheridan Emergency Physician Services of South Carolina, P.A. provide that directors and officers of the company shall be indemnified to the fullest extent permitted by the South Carolina Business Corporation Act in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding arising out of their service to the company or to another organization at the company’s request.

Tennessee

AmSurg Anesthesia Management Services, LLC; AmSurg EC Topeka, Inc.; AmSurg EC St. Thomas, Inc.; AmSurg EC Beaumont, Inc.; AmSurg KEC, Inc.; AmSurg EC Santa Fe, Inc.; AmSurg EC Washington, Inc.; AmSurg Torrance, Inc.; AmSurg Abilene, Inc.; AmSurg Suncoast, Inc.; AmSurg La Jolla, Inc.; AmSurg Hillmont, Inc.; AmSurg Palmetto, Inc.; AmSurg Northwest Florida, Inc. AmSurg Ocala, Inc.; AmSurg Maryville, Inc.; AmSurg Burbank, Inc.; AmSurg Melbourne, Inc.; AmSurg El Paso, Inc.; AmSurg Crystal River, Inc.; AmSurg Abilene Eye, Inc.; AmSurg Inglewood, Inc.; AmSurg Glendale, Inc.; AmSurg San Antonio TX, Inc.; AmSurg San Luis Obispo CA, Inc.; AmSurg Temecula CA, Inc.; AmSurg Escondido CA, Inc.; AmSurg Scranton PA, Inc.; AmSurg Arcadia CA Inc.; AmSurg Main Line PA, Inc.; AmSurg Oakland CA, Inc.; AmSurg Lancaster PA, Inc.; AmSurg Pottsville PA, Inc.; AmSurg Glendora CA, Inc.; AmSurg Kissimmee FL, Inc.; AmSurg Altamonte Springs FL, Inc.; NSC RBO East, LLC; Long Beach NSC, LLC; Torrance NSC, LLC; Davis NSC, LLC; Fullerton NSC, LLC; San Antonio NSC, LLC; Austin NSC, LLC; Twin Falls NSC, LLC; Kenwood NSC, LLC; Towson NSC, LLC; Wilton NSC, LLC; NSC West Palm, LLC; Tampa Bay NSC, LLC; Coral Springs NSC, LLC; Weston NSC, LLC; AmSurg Fresno CA, Inc.; Austin NSC, L.P., AmSurg Colton CA, Inc.; AmSurg Fresno Endoscopy, Inc.; AmSurg Temecula II, Inc.; AmSurg Finance, Inc.; SHI II, LLC and Sheridan Emergency Physician Services of Tennessee, P.C. are all incorporated or organized under the laws of the State of Tennessee.

The Tennessee Business Corporation Act (the “TBCA”) provides that a corporation may indemnify any director or officer against liability incurred in connection with a proceeding if (i) the director or officer acted in good faith, (ii) the director or officer reasonably believed, in the case of conduct in his or her official capacity with the corporation, that such conduct was in the corporation’s best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation, and (iii) in connection with any criminal proceeding, the director or officer had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer is adjudged to be liable to the corporation. Similarly, the TBCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a director or officer, if such director or officer is adjudged liable on the basis that a personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, the TBCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met.

The Tennessee Revised Limited Liability Company Act provides that an LLC may indemnify any person made, or threatened to be made, a party to any threatened, pending, or completed action, suit or proceeding by reason of the fact that such person is or was a director of a director-managed LLC or an individual who, while a director of a director-managed LLC, is or was serving at the LLC’s request as a director, officer, partner, trustee, employee or agent of another LLC, corporation, partnership, joint venture, trust or other enterprise or employee benefit plan. Indemnification is authorized upon a determination that the person to be indemnified has met the requisite standard of conduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the person did not meet the standard of conduct required. An LLC may not indemnify a person (i) in connection with a proceeding by or in the right of the LLC in which the person was adjudged liable to the LLC; or (ii) in connection with any other proceeding charging improper personal benefit to such person, whether or not involving action in such person’s official capacity, in which such person was adjudged liable on the basis that personal benefit was improperly received by such person. A person who has been successful on the merits or otherwise in the defense of any suit or matter covered by the indemnification statute shall be indemnified against expenses, including attorneys’ fees, reasonably incurred by him in connection therewith. Expenses incurred in defense may be paid in advance upon receipt by the LLC of a written affirmation by the person of such person’s good faith belief that such person has met the requisite standard of

 

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conduct, a written undertaking by or on behalf of such person to repay such advance if it is ultimately determined that such person did not meet the standard of conduct, and a determination that the facts then known to those making the determination would not preclude indemnification under the statute. A court of competent jurisdiction, unless the LLC’s governing document provide otherwise, upon application by the person, may order that such person be indemnified for reasonable expenses, if in consideration of all relevant circumstances, the court determines that such person is fairly and reasonably entitled to indemnification, whether or not such person met the requisite standard of conduct, was adjudged liable in a proceeding by or in the right of the LLC, or was adjudged liable on the basis that personal benefit was improperly received by him. A determination that a person is entitled to indemnification by the LLC shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or if such a quorum cannot be obtained, by a majority vote of a committee designated by the board of directors consisting solely of two or more directors who are not parties to the action; or by special legal counsel selected by the board of directors or by a majority vote of the members of a director-managed LLC who are not parties to such action, suit or proceeding. Such indemnification and advancement of expenses provisions are not exclusive of any other right that a person may have; provided that no indemnification may be made to or on behalf of any person if a judgment or other final adjudication adverse to the person establishes such person’s liability: (i) for any breach of the duty of loyalty to the LLC or its members; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or (iii) for unlawful distributions under the Tennessee Revised Limited Liability Company Act. The LLC may indemnify and advance expenses to an officer, employee, independent contractor or agent of the LLC to the same extent as the responsible person. The LLC may purchase insurance on behalf of any person entitled to indemnification by the LLC against any liability incurred in an official capacity regardless of whether the person could be indemnified under the statute.

AmSurg’s charter and bylaws require it to indemnify its directors and officers to the fullest extent permitted by law with respect to all liability and loss suffered and expenses reasonably incurred by such person in any action, suit or proceeding in which such person was or is made, or threatened to be made, a party, or is otherwise involved by reason of the fact that such person is or was a director or officer of AmSurg.

In addition, AmSurg’s charter provides that AmSurg directors shall not be personally liable to AmSurg or its shareholders for monetary damages for breach of any fiduciary duty as a director of AmSurg, except to the extent such exemption from liability or limitation thereof is not permitted under the TBCA. Under the TBCA, this provision does not relieve AmSurg’s directors from personal liability to AmSurg or its shareholders for monetary damages for breach of fiduciary duty as a director, to the extent such liability arises from a judgment or other final adjudication establishing: (a) any breach of the director’s duty of loyalty; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) any unlawful distributions. Nor does this provision eliminate the duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Tennessee law. Finally, this provision does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

The charter and bylaws of each Tennessee subsidiary guarantor corporation contain similar provisions.

AmSurg has entered into indemnification agreements with all of its directors and executive officers providing that it will indemnify those persons to the fullest extent permitted by law against claims arising out of their actions as officers or directors of AmSurg and will advance expenses of defending claims against them. AmSurg believes that indemnification under these agreements covers at least negligence and gross negligence by the directors and officers, and requires AmSurg to advance litigation expenses in the case of actions, including shareholder derivative actions, against an undertaking by the officer or director to repay any advances if it is ultimately determined that the officer or director is not entitled to indemnification.

AmSurg believes that its charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. At present, there is no litigation or proceeding involving a director or officer of AmSurg as to which indemnification is being sought, nor is AmSurg aware of any threatened litigation that may result in claims for indemnification by any officer or director.

 

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AmSurg has in effect an executive liability insurance policy which will provide coverage for its directors and officers. Under this policy, the insurer agrees to pay, subject to certain exclusions (including violations of securities laws), for any claim made against a director or officer of AmSurg for a wrongful act by such director or officer, but only if and to the extent such director or officer becomes legally obligated to pay such claim or AmSurg is required to indemnify the director or officer for such claim.

Each of our Tennessee limited liability company subsidiary guarantors is a director-managed LLC. The articles of organization and operating agreement of each Tennessee limited liability company subsidiary guarantor require the guarantor to indemnify its directors and officers to the fullest extent permitted by law with respect to all liability and loss suffered and expense reasonably incurred by such person in any action, suit or proceeding in which such person was or is made, or threatened to be made, a party, or is otherwise involved by reason of the fact that such person is or was a director or officer of that such person is or was a director or officer of the Tennessee limited liability company subsidiary guarantor.

Texas

North Texas Perinatal Associates, P.A., Sheridan Healthcare of North Texas, P.A. and Sheridan Healthcare of Texas, P.A. are all incorporated under the laws of the State of Texas.

Chapter 8 of the Texas Business Organizations Code (“TBOC”) applies to each form of entity in Texas except for general partnerships or limited liability companies.

Section 8.051 of the TBOC states that (a) An enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. (b) A court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.

Section 8.052 of the TBOC states that (a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. (b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 or has been found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity. (c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.

Section 8.101 of the TBOC states that (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent.

 

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Section 8.102 of the TBOC states that (a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. (b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; (2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and (3) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the person’s duty to the enterprise; (B) breach of the person’s duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.

The limited partnership agreement of Austin NSC, L.P. does not provide for indemnification of officers and directors.

The bylaws each of Sheridan Healthcare of North Texas, P.A. provide that officers and directors of the company shall be indemnified to the fullest extent permitted by the TBOC in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding arising out of their service to the company or to another organization at the company’s request. The bylaws of Sheridan Healthcare of Texas, P.A. provide that officers and directors of the company shall be indemnified to the fullest extent permitted by the TBOC.

The bylaws of North Texas Perinatal Associates, P.A. provide that officers and directors shall be indemnified to the fullest extent of the TBOC in connection with a proceeding if it is determined that any such officer or director (i) conducted himself in good faith; (ii) reasonably believed (A) in the case of conduct in his official capacity, that his conduct was in the company’s best interests and (B) in all other cases, that his conduct was at least not opposed to the company’s best interests; and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Any such officer or director is not entitled to indemnification if (i) a personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in an official capacity or (ii) such person is found liable to the company. If such person is found liable to the company or improperly received a personal benefit, indemnification (i) is limited to reasonable expenses actually incurred in connection with the proceeding and (ii) will not be made with respect to any proceeding in which the director or officer is found liable for willful or intentional misconduct in the performance of his duty to the company.

West Virginia

Section 31D-8-851 of the West Virginia Business Corporation Act permits a corporation to 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 he or she conducted himself or herself in good faith and reasonably believed that his or her conduct was in the best interests of the corporation or at least not opposed to the best interests of the corporation; and in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation. A corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

The certificate of incorporation and bylaws of Sheridan Healthcare of West Virginia, Inc. do not provide for indemnification of officers, directors or shareholders.

 

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Item 21. Exhibits and Financial Statement Schedules.

Exhibits

 

(a) The Exhibit Index, which follows the signature pages to this registration statement and is incorporated by reference herein, sets forth a list of exhibits to this report.

 

(b) Financial Statement Schedules are omitted because they are either not required, are not applicable or because equivalent information has been incorporated herein by reference or included in the financial statements, the notes thereto or elsewhere herein.

 

(c) There are no reports, opinions or appraisals included herein.

Item 22. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

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(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(8) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(9) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on December 23, 2014.

 

AMSURG CORP.
By:  

/s/ Christopher A. Holden

  Name:   Christopher A. Holden
  Title:   President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Christopher A. Holden and Claire M. Gulmi, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Christopher A. Holden

   President, Chief Executive Officer and Director   December 23, 2014
Christopher A. Holden   (Principal Executive Officer)  

/s/ Claire M. Gulmi

   Executive Vice President, Chief Financial Officer, Secretary and Director   December 23, 2014
Claire M. Gulmi   (Principal Financial and Principal Accounting Officer)  

/s/ Steven I. Geringer

   Chairman of the Board   December 23, 2014
Steven I. Geringer    

/s/ Thomas G. Cigarran

   Director   December 23, 2014
Thomas G. Cigarran    

/s/ James A. Deal

   Director   December 23, 2014
James A. Deal    

 

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/s/ Henry D. Herr

   Director   December 23, 2014
Henry D. Herr    

/s/ Joey A. Jacobs

   Director   December 23, 2014
Joey A. Jacobs    

/s/ Kevin P. Lavender

   Director   December 23, 2014
Kevin P. Lavender    

/s/ Cynthia S. Miller

   Director   December 23, 2014
Cynthia S. Miller    

/s/ John W. Popp, Jr., M.D.

   Director   December 23, 2014

John W. Popp, Jr., M.D.

    

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants on the attached Schedule A, have duly caused the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on December 23, 2014.

 

On behalf of each Guarantor listed on
Schedule A hereto.
By:  

/s/ Phillip A. Clendenin

  Name:   Phillip A. Clendenin
  Title:   President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Christopher A. Holden and Claire M. Gulmi, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

/s/ Christopher A. Holden

    Director    December 23, 2014
Christopher A. Holden      

/s/ Phillip A. Clendenin

    President    December 23, 2014
Phillip A. Clendenin    (Principal Executive Officer)   
     

/s/ Claire M. Gulmi

    Vice President, Secretary, Treasurer and Director    December 23, 2014
Claire M. Gulmi    (Principal Financial and Principal Accounting Officer)   

 

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SCHEDULE A

AmSurg Holdings, Inc.

AmSurg Anesthesia Management Services, LLC

AmSurg EC Topeka, Inc.

AmSurg EC St. Thomas, Inc.

AmSurg EC Beaumont, Inc.

AmSurg KEC, Inc.

AmSurg EC Santa Fe, Inc.

AmSurg EC Washington, Inc.

AmSurg Torrance, Inc.

AmSurg Abilene, Inc.

AmSurg Suncoast, Inc.

AmSurg Lorain, Inc.

AmSurg La Jolla, Inc.

AmSurg Hillmont, Inc.

AmSurg Palmetto, Inc.

AmSurg Northwest Florida, Inc.

AmSurg Ocala, Inc.

AmSurg Maryville, Inc.

AmSurg Miami, Inc.

AmSurg Burbank, Inc.

AmSurg Melbourne, Inc.

AmSurg El Paso, Inc.

AmSurg Crystal River, Inc.

AmSurg Abilene Eye, Inc.

AmSurg Inglewood, Inc.

AmSurg Glendale, Inc.

AmSurg San Antonio TX, Inc.

AmSurg San Luis Obispo CA, Inc.

AmSurg Temecula CA, Inc.

AmSurg Escondido CA, Inc.

AmSurg Scranton PA, Inc.

AmSurg Arcadia CA Inc.

AmSurg Main Line PA, Inc.

AmSurg Oakland CA, Inc.

AmSurg Lancaster PA, Inc.

AmSurg Pottsville PA, Inc.

AmSurg Glendora CA, Inc.

AmSurg Kissimmee FL, Inc.

AmSurg Altamonte Springs FL, Inc.

AmSurg New Port Richey FL, Inc.

AmSurg EC Centennial, Inc.

AmSurg Naples, Inc.

Illinois NSC, Inc.

NSC Healthcare, Inc.

NSC RBO West, LLC

NSC RBO East, LLC

Long Beach NSC, LLC

Torrance NSC, LLC

Davis NSC, LLC

Fullerton NSC, LLC

San Antonio NSC, LLC

Austin NSC, LLC

Twin Falls NSC, LLC

 

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Ardmore NSC, LLC

Kenwood NSC, LLC

Towson NSC, LLC

Wilton NSC, LLC

NSC West Palm, LLC

Tampa Bay NSC, LLC

Coral Springs NSC, LLC

Weston NSC, LLC

AmSurg Fresno CA, Inc.

Austin NSC, L.P.

AmSurg Colton CA, Inc.

AmSurg Finance, Inc.

SHI II, LLC

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-1 Hereto

By:  

/s/ Gilbert A. Drozdow

Name:   Gilbert A. Drozdow
Title:   President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Gilbert A. Drozdow

Gilbert A. Drozdow

   

President and Director

(Principal Executive Officer)

   December 23, 2014

/s/ Claire M. Gulmi

Claire M. Gulmi

   

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

/s/ Jillian E. Marcus

Jillian E. Marcus

    Vice President, Secretary and Director   December 23, 2014

 

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Schedule A-1

Registrants

Exact Name of Additional Registrants

All Women’s Healthcare Holdings, Inc.

All Women’s Healthcare, Inc.

All Women’s Healthcare of Dade, Inc.

All Women’s Healthcare of Sawgrass, Inc.

All Women’s Healthcare of West Broward, Inc.

All Women’s Healthcare Services, Inc.

Comprehensive Teleradiology Solutions, Inc.

Discovery Clinical Research, Inc.

Florida United Radiology, L.C.

ICS Radiology, Inc.

Jupiter Imaging Associates, Inc.

Sheridan Radiology Services, Inc.

Sheridan Radiology Services of Central Florida, Inc.

Sheridan Radiology Services of Kentucky, Inc.

Sheridan Radiology Services of Pinellas, Inc.

Sheridan Radiology Services of South Florida, Inc.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-2 Hereto

By:  

/s/ Claire M. Gulmi

Name:   Claire M. Gulmi
Title:   Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Claire M. Gulmi

Claire M. Gulmi

   

Chief Executive Officer

(Principal Executive Officer)

   December 23, 2014

/s/ Jillian E. Marcus

Jillian E. Marcus

    Vice President, Secretary and Director   December 23, 2014

/s/ Kevin Eastridge

Kevin Eastridge

   

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

/s/ Gilbert A. Drozdow

Gilbert A. Drozdow

    Executive Vice President and Director   December 23, 2014

 

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Schedule A-2

Registrants

Exact Name of Additional Registrants

Sheridan Emergency Physician Services of South Dade, Inc.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-3 Hereto

By:   /s/ Gilbert A. Drozdow
Name:   Gilbert A. Drozdow
Title:   President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Gilbert A. Drozdow

Gilbert A. Drozdow

   

President, Secretary and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

 

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Schedule A-3

Registrants

Exact Name of Additional Registrants

Anesthesia and Pain Management Services of California, Inc.

Anesthesiology of Jupiter, P.A.

New Jersey Healthcare Specialists, P.C.

North Texas Perinatal Associates, P.A.

Medical Anesthesia Consultants Medical Group, Inc.

Sheridan Acquisition Associates, P.A.

Sheridan Acquisition Associates II, P.A.

Sheridan Anesthesia Services of Maryland, P.C.

Sheridan Anesthesia Services of Minnesota, P.C.

Sheridan Critical Care Services, P.A.

Sheridan Healthcare of Arkansas, P.A.

Sheridan Healthcare of Connecticut, P.C.

Sheridan Healthcare of Massachusetts, P.C.

Sheridan Healthcare of North Texas, P.A.

Sheridan Healthcare of Texas, P.A.

Tri-County Pain Management, P.A

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-4 Hereto

By:   /s/ Claire M. Gulmi
Name:   Claire M. Gulmi
Title:   Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Claire M. Gulmi

Claire M. Gulmi

   

Chief Executive Officer and Director

(Principal Executive Officer)

   December 23, 2014

/s/ Robert Coward

Robert Coward

    Director   December 23, 2014

/s/ Kevin Eastridge

Kevin Eastridge

   

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

 

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Schedule A-4

Registrants

Exact Name of Additional Registrants

Anesthesiologists of Greater Orlando, Inc.

Anesthesiology Associates of Tallahassee, Inc.

Bethesda Anesthesia Associates, Inc.

Boca Anesthesia Service, Inc.

Comprehensive Pain Medicine, Inc.

Drs. Ellis, Rojas, Ross & Debs, Inc.

Flamingo Anesthesia Associates, Inc.

Greater Florida Anesthesiologists, LLC

Gynecologic Oncology Associates, Inc.

Interventional Rehabilitation of South Florida, Inc.

Jacksonville Beaches Anesthesia Associates, Inc.

Jupiter Anesthesia Associates, L.L.C.

Jupiter Healthcare, LLC

New Generations Babee Bag, Inc.

North Florida Perinatal Associates, Inc.

Parity Healthcare, Inc.

Sheridan Anesthesia Services of Alabama, Inc.

Sheridan Anesthesia Services of Louisiana, Inc.

Sheridan Anesthesia Services of Oklahoma, Inc.

Sheridan Anesthesia Services of Virginia, Inc.

Sheridan Children’s Healthcare Services, Inc.

Sheridan Children’s Healthcare Services of Arizona, Inc.

Sheridan Children’s Healthcare Services of Louisiana, Inc.

Sheridan Children’s Healthcare Services of New Mexico, Inc.

Sheridan Children’s Healthcare Services of Virginia, Inc.

Sheridan Clinical Research, Inc.

 

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Sheridan Emergency Physician Services, Inc.

Sheridan Emergency Physician Services of Missouri, Inc.

Sheridan Emergency Physician Services of North Missouri, Inc.

Sheridan Emergency Physician Services of South Florida, Inc.

Sheridan Healthcare of Louisiana, Inc.

Sheridan Healthcare of Missouri, Inc.

Sheridan Healthcare of Vermont, Inc.

Sheridan Healthcare of Virginia, Inc.

Sheridan Healthcare of West Virginia, Inc.

Sheridan Healthcorp, Inc.

Sheridan Healthcorp of California, Inc.

Sheridan Healthy Hearing Services, Inc.

Sheridan InvestCo, LLC

Southeast Perinatal Associates, Inc.

Tennessee Valley Neonatology, Inc.

Tiva Healthcare, Inc.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-5 Hereto

By:   /s/ Andrew Greenfield
Name:   Andrew Greenfield
Title:   President, Secretary, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Andrew Greenfield

Andrew Greenfield

   

President, Secretary, Treasurer

and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

 

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Schedule A-5

Registrants

Exact Name of Additional Registrants

Coral Anesthesia Associates, Inc.

Pain Physicians of Central Florida, P.A.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-6 Hereto

By:   /s/ Gilbert A. Drozdow
Name:   Gilbert A. Drozdow
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Gilbert A. Drozdow

Gilbert A. Drozdow

   

President

(Principal Executive Officer)

   December 23, 2014

/s/ Claire M. Gulmi

Claire M. Gulmi

   

Vice President, Treasurer and Director

(Principal Financial Officer and

Principal Accounting Officer)

   December 23, 2014

/s/ Robert Coward

Robert Coward

    Director   December 23, 2014

 

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Schedule A-6

Registrants

Exact Name of Additional Registrants

FM Healthcare Services, Inc.

FMO Healthcare Holdings, Inc.

FO Investments, Inc.

FO Investments II, Inc.

FO Investments III, Inc.

Global Surgical Partners, Inc.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-7 Hereto

By:   /s/ Jillian E. Marcus
Name:   Jillian E. Marcus
Title:   President, Secretary, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Jillian E. Marcus

Jillian E. Marcus

   

President, Secretary, Treasurer

and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

 

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Schedule A-7

Registrants

Exact Name of Additional Registrants

Partners in Medical Billing, Inc.

 

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Topeka, State of Kansas, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-8 Hereto

By:   /s/ Robert Davey
Name:   Robert Davey
Title:   President, Secretary, Treasurer, Chief Operating Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Robert Davey

Robert Davey

   

President, Secretary, Treasurer, Chief Operating Officer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

 

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Schedule A-8

Registrants

Exact Name of Additional Registrants

Physician Office Partners, Inc.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-9 Hereto

By:   /s/ Richard Auerbach
Name:   Richard Auerbach
Title:   President, Secretary, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Richard Auerbach

Richard Auerbach

   

President, Secretary, Treasurer

and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

/s/ Gilbert A. Drozdow

Gilbert A. Drozdow

    Vice President and Director   December 23, 2014

 

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Schedule A-9

Registrants

Exact Name of Additional Registrants

Sheridan Children’s Healthcare Services of Colorado, P.C.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-10 Hereto

By:   /s/ Barry Chandler
Name:   Barry Chandler
Title:   President, Secretary, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Barry Chandler

Barry Chandler

   

President, Secretary, Treasurer

and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

/s/ Gilbert A. Drozdow

Gilbert A. Drozdow

    Vice President and Director   December 23, 2014

 

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Schedule A-10

Registrants

Exact Name of Additional Registrants

Sheridan Children’s Healthcare Services of New Jersey, P.C.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-11 Hereto

By:   /s/ Gilbert A. Drozdow
Name:   Gilbert A. Drozdow
Title:   President, Secretary, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Gilbert A. Drozdow

Gilbert A. Drozdow

   

President, Secretary, Treasurer

and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

/s/ Barry Chandler

Barry Chandler

    Vice President and Director   December 23, 2014

 

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Schedule A-11

Registrants

Exact Name of Additional Registrants

Sheridan Children’s Healthcare Services of North Carolina, P.A.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-12 Hereto

By:   /s/ Richard Auerbach
Name:   Richard Auerbach
Title:   President, Secretary, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Richard Auerbach

Richard Auerbach

   

President, Secretary, Treasurer

and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

   December 23, 2014

 

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Schedule A-12

Registrants

Exact Name of Additional Registrants

Sheridan Children’s Healthcare Services of South Carolina, P.A.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-13 Hereto

By:   /s/ Barry Chandler
Name:   Barry Chandler
Title:   President, Secretary, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Barry Chandler

Barry Chandler

   

President, Secretary, Treasurer

and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

   December 23, 2014

 

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Schedule A-13

Registrants

Exact Name of Additional Registrants

Sheridan Children’s Healthcare Services of Tennessee, P.C.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-14 Hereto

By:   /s/ Paul Anthony Andrulonis
Name:   Paul Anthony Andrulonis
Title:   President, Secretary, Treasurer and Manager

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Paul Anthony Andrulonis

Paul Anthony Andrulonis

   

President, Secretary, Treasurer

and Manager

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

   December 23, 2014

 

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Schedule A-14

Registrants

Exact Name of Additional Registrants

Sheridan Emergency Physician Services of Georgia, LLC

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-15 Hereto

By:   /s/ Claire M. Gulmi
Name:   Claire M. Gulmi
Title:   Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Claire M. Gulmi

Claire M. Gulmi

   

Chief Executive Officer and

Director

(Principal Executive Officer)

   December 23, 2014

/s/ Kevin Eastridge

Kevin Eastridge

   

Vice President and Treasurer

(Principal Financial Officer and

Principal Accounting Officer)

   December 23, 2014

/s/ Christopher A. Holden

Christopher A. Holden

    Director   December 23, 2014

 

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Schedule A-15

Registrants

Exact Name of Additional Registrants

Sheridan Healthcare, Inc.

Sheridan Holdings, Inc.

Sunbeam Asset LLC

Sunbeam Intermediate Holdings, Inc.

Sunbeam Primary Holdings, Inc.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on December 23, 2014.

 

Each of the Registrants Named on

Schedule A-16 Hereto

By:   /s/ Paul Anthony Andrulonis
Name:   Paul Anthony Andrulonis
Title:   President, Secretary, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Paul Anthony Andrulonis

Paul Anthony Andrulonis

   

President, Secretary, Treasurer

and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

   December 23, 2014

 

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Schedule A-16

Registrants

Exact Name of Additional Registrants

Sheridan Emergency Physician Services of South Carolina, P.A

 

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EXHIBIT INDEX

 

3.1   Second Amended and Restated Charter of AmSurg, as amended (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, dated July 2, 2014)
3.2   Second Amended and Restated Bylaws of AmSurg, as amended (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K, dated May 22, 2012)
3.3 **   Certificate of Incorporation of AmSurg Holdings, Inc., as amended
3.4 **   Bylaws of AmSurg Holdings, Inc.
3.5 *   Articles of Organization of AmSurg Anesthesia Management Services, LLC
3.6 *   Operating Agreement of AmSurg Anesthesia Management Services, LLC
3.7 *   Charter of AmSurg EC Topeka, Inc.
3.8 *   Bylaws of AmSurg EC Topeka, Inc.
3.9 *   Charter of AmSurg EC St. Thomas, Inc.
3.10 *   Bylaws of AmSurg EC St. Thomas, Inc.
3.11 *   Charter of AmSurg EC Beaumont, Inc.
3.12 *   Bylaws of AmSurg EC Beaumont, Inc.
3.13 *   Charter of AmSurg KEC, Inc.
3.14 *   Bylaws of AmSurg KEC, Inc.
3.15 *   Charter of AmSurg EC Santa Fe, Inc.
3.16 *   Bylaws of AmSurg EC Santa Fe, Inc.
3.17 *   Charter of AmSurg EC Washington, Inc.
3.18 *   Bylaws of AmSurg EC Washington, Inc.
3.19 *   Charter of AmSurg Torrance, Inc.
3.20 *   Bylaws of AmSurg Torrance, Inc.
3.21 *   Charter of AmSurg Abilene, Inc.
3.22 *   Bylaws of AmSurg Abilene, Inc.
3.23 *   Charter of AmSurg Suncoast, Inc.
3.24 *   Bylaws of AmSurg Suncoast, Inc.
3.25 *   Charter of AmSurg La Jolla, Inc.

Table of Contents
3.26 *    Bylaws of AmSurg La Jolla, Inc.
3.27 *    Charter of AmSurg Hillmont, Inc.
3.28 *    Bylaws of AmSurg Hillmont, Inc.
3.29 *    Charter of AmSurg Palmetto, Inc.
3.30 *    Bylaws of AmSurg Palmetto, Inc.
3.31 *    Charter of AmSurg Northwest Florida, Inc.
3.32 *    Bylaws of AmSurg Northwest Florida, Inc.
3.33 *    Charter of AmSurg Ocala, Inc.
3.34 *    Bylaws of AmSurg Ocala, Inc.
3.35 *    Charter of AmSurg Maryville, Inc.
3.36 *    Bylaws of AmSurg Maryville, Inc.
3.37 *    Charter of AmSurg Burbank, Inc.
3.38 *    Bylaws of AmSurg Burbank, Inc.
3.39 *    Charter of AmSurg Melbourne, Inc.
3.40 *    Bylaws of AmSurg Melbourne, Inc.
3.41 *    Charter of AmSurg El Paso, Inc.
3.42 *    Bylaws of AmSurg El Paso, Inc.
3.43 *    Charter of AmSurg Crystal River, Inc.
3.44 *    Bylaws of AmSurg Crystal River, Inc.
3.45 *    Charter of AmSurg Abilene Eye, Inc.
3.46 *    Bylaws of AmSurg Abilene Eye, Inc.
3.47 *    Charter of AmSurg Inglewood, Inc.
3.48 *    Bylaws of AmSurg Inglewood, Inc.
3.49 *    Charter of AmSurg Glendale, Inc.
3.50 *    Bylaws of AmSurg Glendale, Inc.
3.51 *    Charter of AmSurg San Antonio TX, Inc.
3.52 *    Bylaws of AmSurg San Antonio TX, Inc.
3.53 *    Charter of AmSurg San Luis Obispo CA, Inc.

Table of Contents
3.54 *    Bylaws of AmSurg San Luis Obispo CA, Inc.
3.55 *    Charter of AmSurg Temecula CA, Inc.
3.56 *    Bylaws of AmSurg Temecula CA, Inc.
3.57 *    Charter of AmSurg Escondido CA, Inc.
3.58 *    Bylaws of AmSurg Escondido CA, Inc.
3.59 *    Charter of AmSurg Scranton PA, Inc.
3.60 *    Bylaws of AmSurg Scranton PA, Inc.
3.61 *    Charter of AmSurg Arcadia CA Inc.
3.62 *    Bylaws of AmSurg Arcadia CA Inc.
3.63 *    Charter of AmSurg Main Line PA, Inc.
3.64 *    Bylaws of AmSurg Main Line PA, Inc.
3.65 *    Charter of AmSurg Oakland CA, Inc.
3.66 *    Bylaws of AmSurg Oakland CA, Inc.
3.67 *    Charter of AmSurg Lancaster PA, Inc.
3.68 *    Bylaws of AmSurg Lancaster PA, Inc.
3.69 *    Charter of AmSurg Pottsville PA, Inc.
3.70 *    Bylaws of AmSurg Pottsville PA, Inc.
3.71 *    Charter of AmSurg Glendora CA, Inc.
3.72 *    Bylaws of AmSurg Glendora CA, Inc.
3.73 *    Charter of AmSurg Kissimmee FL, Inc.
3.74 *    Bylaws of AmSurg Kissimmee FL, Inc.
3.75 *    Charter of AmSurg Altamonte Springs FL, Inc.
3.76 *    Bylaws of AmSurg Altamonte Springs FL, Inc.
3.77 *    Articles of Organization of NSC RBO East, LLC
3.78 *    Operating Agreement of NSC RBO East, LLC
3.79 *    Articles of Organization of Long Beach NSC, LLC
3.80 *    Operating Agreement of Long Beach NSC, LLC
3.81 *    Articles of Organization of Torrance NSC, LLC

Table of Contents
3.82 *    Operating Agreement of Torrance NSC, LLC
3.83 *    Articles of Organization of Davis NSC, LLC
3.84 *    Operating Agreement of Davis NSC, LLC
3.85 *    Articles of Organization of Fullerton NSC, LLC
3.86 *    Operating Agreement of Fullerton NSC, LLC
3.87 *    Articles of Organization of San Antonio NSC, LLC
3.88 *    Operating Agreement of San Antonio NSC, LLC
3.89 *    Articles of Organization of Austin NSC, LLC
3.90 *    Operating Agreement of Austin NSC, LLC
3.91 *    Articles of Organization of Twin Falls NSC, LLC
3.92 *    Operating Agreement of Twin Falls NSC, LLC
3.93 *    Articles of Organization of Kenwood NSC, LLC
3.94 *    Operating Agreement of Kenwood NSC, LLC
3.95 *    Articles of Organization of Towson NSC, LLC
3.96 *    Operating Agreement of Towson NSC, LLC
3.97 *    Articles of Organization of Wilton NSC, LLC
3.98 *    Limited Liability Company Agreement of Wilton NSC, LLC
3.99 *    Articles of Organization of NSC West Palm, LLC
3.100 *    Operating Agreement of NSC West Palm, LLC
3.101 *    Articles of Organization of Tampa Bay NSC, LLC
3.102 *    Operating Agreement of Tampa Bay NSC, LLC
3.103 *    Articles of Organization of Coral Springs NSC, LLC
3.104 *    Operating Agreement of Coral Springs NSC, LLC
3.105 *    Articles of Organization of Weston NSC, LLC
3.106 *    Operating Agreement of Weston NSC, LLC
3.107 *    Charter of AmSurg Fresno CA, Inc.
3.108 *    Bylaws of AmSurg Fresno CA, Inc.
3.109 *    Certificate of Limited Partnership of Austin NSC, L.P.

Table of Contents
3.110 *   Limited Partnership Agreement of Austin NSC, L.P.
3.111 *   Charter of AmSurg Colton CA, Inc.
3.112 *   Bylaws of AmSurg Colton CA, Inc.
3.113 **   Charter of AmSurg Fresno Endoscopy, Inc.
3.114 **   Bylaws of AmSurg Fresno Endoscopy, Inc.
3.115 **   Charter of AmSurg Temecula II, Inc.
3.116 **   Bylaws of AmSurg Temecula II, Inc.
3.117 **   Certificate of Incorporation of All Women’s Healthcare Holdings, Inc., as amended
3.118 **   Bylaws of All Women’s Healthcare Holdings, Inc.
3.119 **   Articles of Incorporation of All Women’s Healthcare, Inc.
3.120 **   Bylaws of All Women’s Healthcare, Inc.
3.121 **   Articles of Incorporation of All Women’s Healthcare of Dade, Inc.
3.122 **   Bylaws of All Women’s Healthcare of Dade, Inc.
3.123 **   Articles of Incorporation of All Women’s Healthcare of Sawgrass, Inc.
3.124 **   Bylaws of All Women’s Healthcare of Sawgrass, Inc.
3.125 **   Articles of Incorporation of All Women’s Healthcare of West Broward, Inc.
3.126 **   Bylaws of All Women’s Healthcare of West Broward, Inc.
3.127 **   Articles of Incorporation of All Women’s Healthcare Services, Inc.
3.128 **   Bylaws of All Women’s Healthcare Services, Inc.
3.129 **   Second Amended and Restated Articles of Incorporation of Anesthesiologists of Greater Orlando, Inc.
3.130 **   Second Amended and Restated Bylaws of Anesthesiologists of Greater Orlando, Inc., as amended
3.131 **   Restated Articles of Anesthesiology Associates of Tallahassee, Inc.
3.132 **   Bylaws of Anesthesiology Associates of Tallahassee, Inc., as amended
3.133 **   Articles of Incorporation of Bethesda Anesthesia Associates, Inc.
3.134 **   Bylaws of Bethesda Anesthesia Associates, Inc., as amended
3.135 **   Articles of Incorporation of Boca Anesthesia Service, Inc.
3.136 **   Restated Bylaws of Boca Anesthesia Service, Inc., as amended

Table of Contents
3.137 **   Articles of Incorporation of Discovery Clinical Research, Inc.
3.138 **   Bylaws of Discovery Clinical Research, Inc.
3.139 **   Articles of Incorporation of Drs. Ellis, Rojas, Ross & Debs, Inc., as amended
3.140 **   Bylaws of Drs. Ellis, Rojas, Ross & Debs, Inc., as amended
3.141 **   Articles of Incorporation of Flamingo Anesthesia Associates, Inc.
3.142 **   Bylaws of Flamingo Anesthesia Associates, Inc., as amended
3.143 **   Articles of Incorporation of FM Healthcare Services, Inc.
3.144 **   Bylaws of FM Healthcare Services, Inc., as amended
3.145 **   Articles of Incorporation of FO Investments, Inc.
3.146 **   Bylaws of FO Investments, Inc., as amended
3.147 **   Articles of Incorporation of FO Investments II, Inc.
3.148 **   Bylaws of FO Investments II, Inc., as amended
3.149 **   Certificate of Incorporation of FMO Healthcare Holdings, Inc., as amended
3.150 **   Bylaws of FMO Healthcare Holdings, Inc.
3.151 **   Articles of Incorporation of Global Surgical Partners, Inc.
3.152 **   Restated Bylaws of Global Surgical Partners, Inc., as amended
3.153 **   Articles of Organization of Greater Florida Anesthesiologists, LLC
3.154 **   Amended and Restated Operating Agreement of Greater Florida Anesthesiologist, LLC
3.155 **   Amended and Restated Articles of Incorporation of Gynecologic Oncology Associates, Inc.
3.156 **   Bylaws of Gynecologic Oncology Associates, Inc., as amended
3.157 **   Articles of Incorporation of Jacksonville Beaches Anesthesia Associates, Inc.
3.158 **   Bylaws of Jacksonville Beaches Anesthesia Associates, Inc., as amended
3.159 **   Articles of Organization of Jupiter Anesthesia Associates, L.L.C.
3.160 **   Operating Agreement of Jupiter Anesthesia Associates, L.L.C.
3.161 **   Articles of Organization of Jupiter Healthcare, LLC
3.162 **   Operating Agreement of Jupiter Healthcare, LLC
3.163 **   Articles of Incorporation of New Generations Babee Bag, Inc., as amended
3.164 **   Bylaws of New Generations Babee Bag, Inc., as amended

Table of Contents
3.165 **   Articles of Incorporation of North Florida Perinatal Associates, Inc.
3.166 **   Bylaws of North Florida Perinatal Associates, Inc., as amended
3.167 **   Articles of Incorporation of Parity Healthcare, Inc., as amended
3.168 **   Bylaws of Parity Healthcare, Inc., as amended
3.169 **   Articles of Incorporation of Partners in Medical Billing, Inc.
3.170 **   Bylaws of Partners in Medical Billing, Inc.
3.171 **   Articles of Incorporation of Physician Office Partners, Inc., as amended
3.172 ***   Amended and Restated Bylaws of Physician Office Partners, Inc.
3.173 **   Articles of Incorporation of Sheridan Anesthesia Services of Alabama, Inc.
3.174 **   Bylaws of Sheridan Anesthesia Services of Alabama, Inc., as amended
3.175 **   Articles of Incorporation of Sheridan Anesthesia Services of Louisiana, Inc.
3.176 **   Bylaws of Sheridan Anesthesia Services of Louisiana, Inc., as amended
3.177 **   Articles of Incorporation of Sheridan Anesthesia Services of Oklahoma, Inc.
3.178 **   Bylaws of Sheridan Anesthesia Services of Oklahoma, Inc., as amended
3.179 **   Articles of Incorporation of Sheridan Anesthesia Services of Virginia, Inc.
3.180 **   Bylaws of Sheridan Anesthesia Services of Virginia, Inc., as amended
3.181 **   Restated Articles of Incorporation of Sheridan Children’s Healthcare Services, Inc., as amended
3.182 **   Restated Bylaws of Sheridan Children’s Healthcare Services, Inc., as amended
3.183 **   Articles of Incorporation of Sheridan Children’s Healthcare Services of Louisiana, Inc.
3.184 **   Bylaws of Sheridan Children’s Healthcare Services of Louisiana, Inc., as amended
3.185 **   Articles of Incorporation of Sheridan Children’s Healthcare Services of New Mexico, Inc.
3.186 **   Bylaws of Sheridan Children’s Healthcare Services of New Mexico, Inc., as amended
3.187 **   Articles of Incorporation of Sheridan Children’s Healthcare Services of Virginia, Inc., as amended
3.188 **   Bylaws of Sheridan Children’s Healthcare Services of Virginia, Inc., as amended
3.189 **   Articles of Incorporation of Sheridan Clinical Research, Inc.
3.190 **   Bylaws of Sheridan Clinical Research, Inc., as amended
3.191 **   Articles of Incorporation of Sheridan Emergency Physician Services, Inc.
3.192 **   Bylaws of Sheridan Emergency Physician Services, Inc., as amended

Table of Contents
3.193 **   Articles of Incorporation of Sheridan Emergency Physician Services of North Missouri, Inc.
3.194 **   Bylaws of Sheridan Emergency Physician Services of North Missouri, Inc., as amended
3.195 **   Articles of Incorporation of Sheridan Emergency Physician Services of Missouri, Inc.
3.196 **   Bylaws of Sheridan Emergency Physician Services of Missouri, Inc., as amended
3.197 **   Articles of Incorporation of Sheridan Emergency Physician Services of South Florida, Inc.
3.198 **   Bylaws of Sheridan Emergency Physician Services of South Florida, Inc., as amended
3.199 **   Restated Certificate of Incorporation of Sheridan Healthcare, Inc., as amended
3.200 **   Amended and Restated Bylaws of Sheridan Healthcare, Inc.
3.201 **   Articles of Incorporation of Sheridan Healthcare of Louisiana, Inc.
3.202 **   Bylaws of Sheridan Healthcare of Louisiana, Inc., as amended
3.203 **   Articles of Incorporation of Sheridan Healthcare of Missouri, Inc.
3.204 **   Bylaws of Sheridan Healthcare of Missouri, Inc., as amended
3.205 **   Articles of Incorporation of Sheridan Healthcare of Vermont, Inc.
3.206 **   Bylaws of Sheridan Healthcare of Vermont, Inc., as amended
3.207 **   Articles of Incorporation of Sheridan Healthcare of Virginia, Inc.
3.208 **   Bylaws of Sheridan Healthcare of Virginia, Inc., as amended
3.209 **   Articles of Incorporation of Sheridan Healthcare of West Virginia, Inc.
3.210 **   Amended Bylaws of Sheridan Healthcare of West Virginia, Inc.
3.211 **   Restated Articles of Incorporation of Sheridan Healthcorp, Inc., as amended
3.212 **   Restated Bylaws of Sheridan Healthcorp, Inc., as amended
3.213 **   Articles of Incorporation of Sheridan Healthcorp of California, Inc., as amended
3.214 **   Bylaws of Sheridan Healthcorp of California, Inc.
3.215 **   Articles of Incorporation of Sheridan Healthy Hearing Services, Inc.
3.216 **   Bylaws of Sheridan Healthy Hearing Services, Inc., as amended
3.217 **   Certificate of Incorporation of Sheridan Holdings, Inc., as amended
3.218 **   Bylaws of Sheridan Holdings, Inc.
3.219 **   Certificate of Formation of Sheridan InvestCo, LLC
3.220 **   Operating Agreement of Sheridan InvestCo, LLC

Table of Contents
3.221 **   Certificate of Incorporation of Sheridan Radiology Services, Inc., as amended
3.222 **   Bylaws of Sheridan Radiology Services, Inc.
3.223 **   Articles of Incorporation of Southeast Perinatal Associates, Inc., as amended
3.224 **   Bylaws of Southeast Perinatal Associates, Inc., as amended
3.225 **   Certificate of Formation of Sunbeam Asset LLC
3.226 **   Amended and Restated Limited Liability Company Agreement of Sunbeam Asset LLC
3.227 **   Articles of Incorporation of Tennessee Valley Neonatology, Inc., as amended
3.228 **   Bylaws of Tennessee Valley Neonatology, Inc., as amended
3.229 **   Articles of Incorporation of Tiva Healthcare, Inc.
3.230 **   Bylaws of Tiva Healthcare, Inc., as amended
3.231 **   Certificate of Incorporation of Sunbeam Intermediate Holdings, Inc.
3.232 **   Bylaws of Sunbeam Intermediate Holdings, Inc.
3.233 **   Certificate of Incorporation of Sunbeam Primary Holdings, Inc.
3.234 **   Bylaws of Sunbeam Primary Holdings, Inc.
3.235 **   Articles of Incorporation of Anesthesia and Pain Management Services of California, Inc.
3.236 **   Bylaws of Anesthesia and Pain Management Services of California, Inc.
3.237 **   Articles of Incorporation of Anesthesiology of Jupiter, P.A., as amended
3.238 **   Amended and Restated Bylaws of Anesthesiology of Jupiter, P.A.
3.239 **   Articles of Incorporation of Comprehensive Pain Medicine, Inc., as amended
3.240 **   Bylaws of Comprehensive Pain Medicine Inc.
3.241 **   Articles of Incorporation of Comprehensive Teleradiology Solutions, Inc., as amended
3.242 **   Bylaws of Comprehensive Teleradiology Solutions, Inc.
3.243 **   Articles of Incorporation of Coral Anesthesia Associates, Inc.
3.244 **   Bylaws of Coral Anesthesia Associates, Inc.
3.245 **   Articles of Organization of Florida United Radiology, L.C.
3.246 **   Second Amended and Restated Operating Agreement of Florida United Radiology, L.C.
3.247 **   Certificate of Incorporation of New Jersey Healthcare Specialists, P.C., as amended
3.248 **   Restated Bylaws of New Jersey Healthcare Specialists, P.C.

Table of Contents
3.249 **   Articles of Incorporation of ICS Radiology, Inc.
3.250 **   Bylaws of ICS Radiology, Inc.
3.251 **   Articles of Incorporation of Interventional Rehabilitation of South Florida, Inc.
3.252 **   Bylaws of Interventional Rehabilitation of South Florida, Inc.
3.253 **   Articles of Incorporation of Jupiter Imaging Associates, Inc., as amended
3.254 **   Restated Bylaws of Jupiter Imaging Associates, Inc.
3.255 **   Articles of Incorporation of Medical Anesthesia Consultants Medical Group, Inc.
3.256 **   Bylaws of Medical Anesthesia Consultants Medical Group, Inc.
3.257 **   Articles of Association of North Texas Perinatal Associates, P.A., as amended
3.258 **   Bylaws of North Texas Perinatal Associates, P.A.
3.259 **   Articles of Incorporation of Pain Physicians of Central Florida, P.A.
3.260 **   Bylaws of Pain Physicians of Central Florida, P.A.
3.261 **   Articles of Incorporation of Sheridan Acquisition Associates, P.A.
3.262 **   Bylaws of Sheridan Acquisition Associates, P.A.
3.263 **   Articles of Incorporation of Sheridan Acquisition Associates II, P.A.
3.264 **   Bylaws of Sheridan Acquisition Associates II, P.A.
3.265 **   Articles of Incorporation of Sheridan Anesthesia Services of Maryland, P.C.
3.266 **   Bylaws of Sheridan Anesthesia Services of Maryland, P.C.
3.267 **   Articles of Incorporation of Sheridan Anesthesia Services of Minnesota, P.C.
3.268 **   Bylaws of Sheridan Anesthesia Services of Minnesota, P.C.
3.269 **   Articles of Incorporation of Sheridan Children’s Healthcare Services of Colorado, P.C.
3.270 **   Bylaws of Sheridan Children’s Healthcare Services of Colorado, P.C.
3.271 **   Certificate of Incorporation of Sheridan Children’s Healthcare Services of New Jersey, P.C.
3.272 **   Bylaws of Sheridan Children’s Healthcare Services of New Jersey, P.C.
3.273 **   Articles of Incorporation of Sheridan Children’s Healthcare Services of North Carolina, P.A., as amended
3.274 **   Bylaws of Sheridan Children’s Healthcare Services of North Carolina, P.A.
3.275 **   Articles of Incorporation of Sheridan Children’s Healthcare Services of South Carolina, P.A
3.276 **   Bylaws of Sheridan Children’s Healthcare Services of South Carolina, P.A

Table of Contents
3.277 **   Charter of Sheridan Children’s Healthcare Services of Tennessee, P.C.
3.278 **   Bylaws of Sheridan Children’s Healthcare Services of Tennessee, P.C.
3.279 **   Articles of Incorporation of Sheridan Critical Care Services, P. A.
3.280 **   Bylaws of Sheridan Critical Care Services, P.A.
3.281 **   Articles of Organization of Sheridan Emergency Physician Services of Georgia, LLC
3.282 **   Operating Agreement of Sheridan Emergency Physician Services of Georgia, LLC
3.283 **   Articles of Incorporation of Sheridan Emergency Physician Services of South Carolina, P.A.
3.284 **   Bylaws of Sheridan Emergency Physician Services of South Carolina, P.A.
3.285 **   Articles of Incorporation of Sheridan Emergency Physician Services of South Dade, Inc., as amended
3.286 **   Bylaws of Sheridan Emergency Physician Services of South Dade, Inc.
3.287 **   Articles of Incorporation of Sheridan Healthcare of Arkansas, P.A., as amended
3.288 **   Bylaws of Sheridan Healthcare of Arkansas, P.A.
3.289 **   Certificate of Incorporation of Sheridan Healthcare of Connecticut, P.C.
3.290 **   Bylaws of Sheridan Healthcare of Connecticut, P.C.
3.291 **   Articles of Organization of Sheridan Healthcare of Massachusetts, P.C., as amended
3.292 **   Bylaws of Sheridan Healthcare of Massachusetts, P.C.
3.293 **   Articles of Association of Sheridan Healthcare of North Texas, P.A., as amended
3.294 **   Bylaws of Sheridan Healthcare of North Texas, P.A.
3.295 **   Articles of Association of Sheridan Healthcare of Texas, P.A.
3.296 **   Bylaws of Sheridan Healthcare of Texas, P.A.
3.297 **   Articles of Incorporation of Sheridan Radiology Services of Central Florida, Inc.
3.298 **   Bylaws of Sheridan Radiology Services of Central Florida, Inc.
3.299 **   Articles of Incorporation of Sheridan Radiology Services of Kentucky, Inc.
3.300 **   Bylaws of Sheridan Radiology Services of Kentucky, Inc.
3.301 **   Articles of Incorporation of Sheridan Radiology Services of Pinellas, Inc.
3.302 **   Bylaws of Sheridan Radiology Services of Pinellas, Inc.
3.303 **   Articles of Incorporation of Sheridan Radiology Services of South Florida, Inc.

Table of Contents
3.304 **   Bylaws of Sheridan Radiology Services of South Florida, Inc.
3.305 **   Amended and Restated Certificate of Incorporation of Tri-County Pain Management, P.A.
3.306 **   Amended and Restated Bylaws of Tri-County Pain Management, P.A.
3.307 **   Charter of AmSurg Finance, Inc.
3.308 **   Bylaws of AmSurg Finance, Inc.
3.309 **   Articles of Organization of SHI II, LLC
3.310 **   Operating Agreement of SHI II, LLC
3.311 **   Articles of Incorporation of FO Investments III, Inc.
3.312 **   Bylaws of FO Investments III, Inc., as amended
3.313 **   Articles of Incorporation of Sheridan Children’s Healthcare Services of Arizona, Inc.
3.314 **   Bylaws of Sheridan Children’s Healthcare Services of Arizona, Inc., as amended
4.1   Indenture, dated as of July 16, 2014, among AmSurg Escrow Corp., the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated July 22, 2014).
4.2   First Supplemental Indenture, dated as of July 16, 2014, between AmSurg Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, dated July 22, 2014).
4.3   Supplemental Indenture, dated as of July 16, 2014, among AmSurg Corp., the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, dated July 22, 2014).
4.4   Registration Rights Agreement, dated as of July 16, 2014, AmSurg Corp., the subsidiary guarantors listed therein, and Citigroup Global Markets Inc., acting on behalf of itself and as the representative of the several Initial Purchasers listed therein (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K, dated July 22, 2014).
4.5   Form of global 5.625% Senior Note due 2022 (incorporated by reference to Exhibit B to Exhibit 4.1 hereof)
5.1 **   Opinion of Hodgson Russ LLP (New York law)
5.2 **   Opinion of Kutak Rock LLP (Arkansas law)
5.3 **   Opinion of Kutak Rock LLP (California law)
5.4 **   Opinion of Kutak Rock LLP (Colorado law)
5.5 **   Opinion of Hodgson Russ LLP (Connecticut law)
5.6 **   Opinion of Bass, Berry & Sims PLC (Delaware and Tennessee law)
5.7 **   Opinion of Kutak Rock LLP (Georgia law)
5.8 **   Opinion of Akerman LLP (Florida law)
5.9 **   Opinion of Kutak Rock LLP (Kansas law)
5.10 **   Opinion of Venable LLP (Maryland law)
5.11 **   Opinion of Murtha Cullina LLP (Massachusetts law)

Table of Contents
5.12 **   Opinion of Kutak Rock LLP (Massachusetts law)
5.13 **   Opinion of Wilentz, Goldman & Spitzer P.A. (New Jersey law)
5.14 **   Opinion of Parker Poe Adams & Bernstein LLP (North Carolina and South Carolina law)
5.15 **   Opinion of Liechty & McGinnis, LLP (Texas law)
5.16 **   Opinion of Steptoe & Johnson LLP (West Virginia law)
12.1 **   Computation of Ratio of Earnings to Fixed Charges
23.1 **   Consent of Hodgson Russ LLP (included as part of its opinion filed as Exhibit 5.1 hereto)
23.2 **   Consent of Kutak Rock LLP (included as part of its opinion filed as Exhibit 5.2 hereto)
23.3   Consent of Kutak Rock LLP (included as part of its opinion filed as Exhibit 5.3 hereto)
23.4   Consent of Kutak Rock LLP (included as part of its opinion filed as Exhibit 5.4 hereto)
23.5 **   Consent of Hodgson Russ LLP (included as part of its opinion filed as Exhibit 5.5 hereto)
23.6 **   Consent of Bass, Berry & Sims PLC (included as part of its opinion filed as Exhibit 5.6 hereto)
23.7   Consent of Kutak Rock LLP (included as part of its opinion filed as Exhibit 5.7 hereto)
23.8 **   Consent of Akerman LLP (included as part of its opinion filed as Exhibit 5.8 hereto)
23.9   Consent of Kutak Rock LLP (included as part of its opinion filed as Exhibit 5.9 hereto)
23.10 **   Consent of Venable LLP (included as part of its opinion filed as Exhibit 5.10 hereto)
23.11 **   Consent of Murtha Cullina LLP (included as part of its opinion filed as Exhibit 5.11 hereto)
23.12   Consent of Kutak Rock LLP (included as part of its opinion filed as Exhibit 5.12 hereto)
23.13 **   Consent of Wilentz, Goldman & Spitzer P.A. (included as part of its opinion filed as Exhibit 5.13 hereto)
23.14 **   Consent of Parker Poe Adams & Bernstein LLP (included as part of its opinion filed as Exhibit 5.14 hereto)
23.15 **   Consent of Liechty & McGinnis, LLP (included as part of its opinion filed as Exhibit 5.15 hereto)
23.16 **   Consent of Steptoe & Johnson LLP (included as part of its opinion filed as Exhibit 5.16 hereto)
23.17 **   Consent of Deloitte & Touche LLP
23.18 **   Consent of Deloitte & Touche LLP
23.19 **   Consent of Deloitte & Touche LLP
24.1   Power of Attorney (included on the signature pages of this registration statement)
25.1 **   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank, N.A.
99.1 **   Form of Letter of Transmittal
99.2 **   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
99.3 **   Form of Broker’s Letters to Clients
99.4 **   Form of Notice of Guaranteed Delivery

 

* Incorporated by reference to the Registrant’s Registration Statement on Form S-4 filed April 22, 2013. (No. 333-188062)
** Filed herewith.
EX-3.3 2 d805253dex33.htm EX-3.3 EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

AMSURG HOLDINGS, INC.

The undersigned natural person, acting as an incorporator of a corporation under the General Corporation Law of the State of Delaware, hereby adopts the following Certificate of Incorporation for such Corporation:

ARTICLE ONE

The name of the corporation is AmSurg Holdings, Inc. (the “Corporation”).

ARTICLE TWO

The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101, City of Dover, County of Kent, Delaware 19904. The name of its registered agent at such address is National Registered Agents, Inc.

ARTICLE THREE

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, par value $0.001 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

Bradley L. Hart

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, TN 37201

ARTICLE SIX

The Corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal the bylaws of the Corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation. Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE TEN

The Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the Delaware General Corporation Law.

ARTICLE ELEVEN

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE TWELVE

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, Bradley L. Hart, being the sole incorporator herein before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 11th day of July, 2014.

 

/s/ Bradley L. Hart

Bradley L. Hart, Sole Incorporator

CERTIFICATE OF MERGER

OF

AMSURG HOLDINGS, INC.

WITH AND INTO

AMSURG HOLDINGS, INC.

July 14, 2014

AmSurg Holdings, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), desiring to merge AmSurg Holdings, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Tennessee (“Tennessee Corp.”), with and into the Corporation (the “Merger”), pursuant to Section 252 of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST: The name and jurisdiction of formation, organization or incorporation of each of the constituent entities to the Merger (the “Constituent Entities”) are as follows:

 

Name

    Jurisdiction

AmSurg Holdings, Inc.

    Delaware

AmSurg Holdings, Inc.

    Tennessee

SECOND: An Agreement and Plan of Merger, dated as of July 14, 2014 (the “Merger Agreement”), by and among each of the Constituent Entities and the other parties thereto, was approved, adopted, certified, executed and acknowledged by the Constituent Entities in accordance with Sections 252 and 251(f) of the DGCL.

THIRD: No shares of stock of the Corporation were issued prior to the adoption by the Corporation’s board of directors of the resolution approving the Merger Agreement.

FOURTH: The Corporation will continue as the entity surviving the Merger (the “Surviving Corporation”) and the name of the Surviving Corporation shall be AmSurg Holdings, Inc. upon the effectiveness of the Merger.

FIFTH: The Merger shall be effective immediately upon filing of this Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective Time”).

SIXTH: At the Effective Time, the Certificate of Incorporation of the Corporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended pursuant to the DGCL.

SEVENTH: An executed copy of the Merger Agreement is on file at the offices of the Surviving Corporation at 20 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215.

EIGHTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder or shareholder of the Corporation or Tennessee Corp., respectively.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Merger to be executed as of the date first written above.

 

AMSURG HOLDINGS, INC.
  By:  

/s/ Claire M. Gulmi

    Name: Claire M. Gulmi
    Title: Vice President, Treasurer and Secretary

 

5

EX-3.4 3 d805253dex34.htm EX-3.4 EX-3.4

Exhibit 3.4

BYLAWS

OF

AMSURG HOLDINGS, INC.

ARTICLE I.

OFFICES

Section 1. The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904. The name of its registered agent at such address is the National Registered Agents, Inc.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware 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 1. All meetings of the stockholders for the election of directors may be held within or outside of the State of Delaware or at such place as may be fixed from time to time by the Board of Directors, or at such other place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors. To be properly brought before an annual meeting business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the provisions of this Section 2, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, 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 within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and 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 entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, 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 express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any

 

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action which may be taken at any annual or special meeting of such stockholders, 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 take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than eight. The number of directorships at any time shall be that number most recently fixed by action of the Board of Directors or stockholders, or absent such action, shall be the number of directors elected at the preceding annual meeting of stockholders, or the meeting held in lieu thereof, plus the number elected since any such meeting to account for any increase in the size of the board.

Section 2. Only persons who are nominated in accordance with the procedures set forth in this Section 2 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures proscribed by the Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 3. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 4. The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

 

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Section 5. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 6. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV.

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 3. 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.

Section 4. Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 5. At all meetings of the board, a majority of the directors shall 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 statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board 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.

Section 6. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or

 

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committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 7. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE V.

COMMITTEES

Section 1. The Board of Directors may, by resolution passed by a majority of the whole board, 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.

Section 2. 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 certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 3. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE VI.

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

 

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Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII.

OFFICERS

Section 1. The officers of the corporation shall be chosen by the Board of Directors at its first meeting after each annual meeting of stockholders and shall be a president and a secretary. The Board of Directors may also choose a chairman, vice-presidents and one or more assistant secretaries. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

Section 2. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 3. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 4. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 5. Chairman. The chairman, if any, shall preside at all meetings of the stockholders and the Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 6. President. The president shall be the chief executive officer of the corporation and shall have general and active management of the business of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

Section 7. Vice Presidents. In the absence of the president or in the event of his 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 by the directors, 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-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 8. Secretary. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of

 

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the corporation 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. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, 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 his signature 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 his signature.

Section 9. 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 be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 10. Treasurer. The treasurer shall have the custody of the corporation’s funds and securities, shall keep or cause to be kept full and accurate account of receipts and disbursements in books belonging to the corporation, and shall deposit or cause to be deposited 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 disburse or cause to be disbursed the funds of the corporation as required in the ordinary course of business or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board of Directors, or whenever they may require it, an account of all of his transactions as Treasurer and the financial condition of the corporation. The treasurer shall perform such other duties as may be incident to such office or as prescribed from time to time by the Board of Directors. The treasurer shall give the corporation a bond, if required by the Board of Directors, in a sum and with one or more sureties satisfactory to the Board of Directors for the faithful performance of the duties of such office and for the restoration to the corporation in case of such officer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under such officer’s control belonging to the corporation.

ARTICLE VIII.

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. If shares are certificated, certificates shall be signed by, or in the name of the corporation by, the chairman of the Board of Directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Section 2. Any of or all the signatures on a 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 at the date of issue.

 

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Section 3. The Board of Directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. 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, assignation 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. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

ARTICLE IX.

RECORD DATE

Section 1. 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 stock holders shall apply to any adjournment of the meeting: provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 2. 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, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and 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 provided by the laws of Delaware.

 

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ARTICLE X.

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

Section 3. Checks. 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 4. Fiscal Year. The fiscal year of the corporation shall be the calendar year.

Section 5. Seal. The corporation shall have no seal.

Section 6. Amendments. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

ARTICLE XI.

INDEMNIFICATION

Section 1. The corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the General Corporation Law of Delaware.

 

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EX-3.113 4 d805253dex3113.htm EX-3.113 EX-3.113

Exhibit 3.113

CHARTER

OF

AMSURG FRESNO ENDOSCOPY, INC.

The undersigned, acting as the incorporator of a corporation under the Tennessee Business Corporation Act, adopts the following charter for such corporation.

1. The name of the corporation is AmSurg Fresno Endoscopy, Inc.

2. The corporation is for profit.

3. The street address of the corporation’s principal office is:

20 Burton Hills Boulevard, Fifth Floor

Nashville, Tennessee 37215

County of Davidson

4.    (a)    The name of the corporation’s initial registered agent is: Claire M. Gulmi.

       (b)    The street address of the corporation’s initial registered office in Tennessee is:

20 Burton Hills Boulevard, Fifth Floor

Nashville, Tennessee 37215

County of Davidson

5. The name and address of the incorporator is:

Clint C. Cromwell

20 Burton Hills Boulevard, Fifth Floor

Nashville, Tennessee 37215

County of Davidson

6. The number of shares of stock the corporation is authorized to issue is one thousand (1,000) shares of common stock, no par value.

7. The shareholders of the corporation shall not have preemptive rights.

8. To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Tennessee Business Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited

to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this Paragraph 8 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

Dated: December 16, 2013

 

/s/ Clint C. Cromwell

Clint C. Cromwell, Incorporator

 

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EX-3.114 5 d805253dex3114.htm EX-3.114 EX-3.114

Exhibit 3.114

BYLAWS

OF

AMSURG FRESNO ENDOSCOPY, INC.

(the “Corporation”)

ARTICLE I.

OFFICES

The Corporation may have such offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II.

SHAREHOLDERS

2.1 Annual Meeting.

An annual meeting of the shareholders of the Corporation shall be held on such date as may be determined by the Board of Directors. The business to be transacted at such meeting shall be the election of directors and such other business as shall be properly brought before the meeting.

2.2 Special Meetings.

A special meeting of shareholders shall be held on call of the Board of Directors or if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation’s Secretary one (1) or more written demands for the meeting describing the purpose or purposes for which such special meeting is to be held. Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders’ meeting.

2.3 Place of Meetings.

The Board of Directors may designate any place, either within or without the State of Tennessee, as the place of meeting for any annual meeting or for any special meeting. If no place is fixed by the Board of Directors, the meeting shall be held at the principal office of the Corporation.

2.4 Notice of Meetings; Waiver.

(a) Notice. Notice of the date, time and place of each annual and special shareholders’ meeting and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is to be held, shall be given no fewer than ten (10) days nor more than two (2) months before the date of the meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(b) Waiver. A shareholder may waive any notice required by law, the Charter or these Bylaws before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, signed by the shareholder entitled to the notice and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting; and (2) waives objection to 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 when it is presented.

2.5 Record Date.

The Board of Directors shall fix as the record date to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action, a date not more than seventy (70) days before the meeting or action requiring a determination of shareholders.

 

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A record date fixed for a shareholders’ meeting is effective for any adjournment of such meeting, unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting.

2.6 Shareholders’ List.

After the record date for a meeting has been fixed, the Corporation shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders’ meeting. Such list will be arranged by voting group (and within each voting group by class or series of shares) and will show the address of and number of shares held by each shareholder. The shareholders’ list will be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his agent or attorney is entitled on written demand to inspect and, subject to the requirements of the Tennessee Business Corporation Act (the “Act”), to copy the list, during regular business hours and at his expense, during the period the list is available for inspection.

2.7 Voting Groups; Quorum; Adjournment.

All shares entitled to vote and be counted together collectively on a matter at a meeting of shareholders shall be a “voting group.” Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise required by the Act or provided in the Charter, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, 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 that adjourned meeting.

 

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If a quorum of a voting group shall not be present or represented at any meeting, the shares entitled to vote thereat shall have power to adjourn the meeting to a different date, time or place without notice other than announcement at the meeting of the new time, date or place to which the meeting is adjourned. At any adjourned meeting at which a quorum of any voting group shall be present or represented, any business may be transacted by such voting group which might have been transacted at the meeting as originally called.

2.8 Voting of Shares.

Unless otherwise provided by the Act or the Charter, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.

If a quorum exists, approval of an action on a matter (other than the election of directors) by a voting group entitled to vote thereon is received if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Charter or the Act requires a greater number of affirmative votes. Unless otherwise provided in the Charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

2.9 Proxies.

A shareholder may vote his shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment either personally or by his attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

 

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2.10 Acceptance of Shareholder Documents.

If the name signed on a shareholder document (a vote, consent, waiver or proxy appointment) corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept such shareholder document and give it effect as the act of the shareholder. If the name signed on such shareholder document does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept such shareholder document and to give it effect as the act of the shareholder if:

(i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(ii) the name signed purports to be that of a fiduciary representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to such shareholder document;

(iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the shareholder document;

(iv) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to such shareholder document; or

(v) two or more persons are the shareholder as co-owners or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners or fiduciaries and the person signing appears to be acting on behalf of all the co-owners or fiduciaries.

The Corporation is entitled to reject a shareholder document if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on such shareholder document or about the signatory’s authority to sign for the shareholder.

 

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2.11 Action Without Meeting.

Action required or permitted by the Act to be taken at a shareholders’ meeting may be taken without a meeting. If all shareholders entitled to vote on the action consent to taking such action without a meeting, the affirmative vote of the number of shares that would be necessary to authorize or take such action at a meeting is the act of the shareholders.

The action must be evidenced by one (1) or more written consents describing the action taken, at least one of which is signed by each shareholder entitled to vote on the action in one (1) or more counterparts, indicating such signing shareholder’s vote or abstention on the action and delivered to the Corporation for inclusion in the minutes or for filing with the corporate records.

If the Act or the Charter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by consent of the voting shareholders, then the Corporation shall give its nonvoting shareholders written notice of the proposed action at least ten (10) days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

2.12 Presiding Officer and Secretary.

Meetings of the shareholders shall be presided over by the President, or if the President is not present, by a chairman chosen by a majority of the shareholders entitled to vote at such meeting. The Secretary or, in his absence, an Assistant Secretary shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, a majority of the shareholders entitled to vote at such meeting shall choose any person present to act as secretary of the meeting.

 

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ARTICLE III.

DIRECTORS

3.1 Powers and Duties.

All corporate powers shall be exercised by or under the authority of and the business and affairs of the Corporation managed under the direction of the Board of Directors.

3.2 Number and Term.

(a) Number. The Board of Directors shall consist of no fewer than one (1) nor more than nine (9) members and shall initially consist of three (3) members. The exact number of directors, the range for the size of the Board, or whether the size of the Board shall be fixed or variable-range may be fixed, changed or determined from time to time by the Board of Directors.

(b) Term. Directors shall be elected at the first annual shareholders’ meeting and at each annual meeting thereafter. The terms of the initial directors shall expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election. Despite the expiration of a director’s term, he shall continue to serve until his successor is elected and qualified or until there is a decrease in the number of directors.

3.3 Meetings; Notice.

The Board of Directors may hold regular and special meetings either within or without the State of Tennessee. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously 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.

 

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(a) Regular Meetings. Unless the Charter otherwise provides, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.

(b) Special Meetings. Special meetings of the Board of Directors may be called by the President or any two (2) directors. Unless the Charter otherwise provides, special meetings must be preceded by at least twenty-four (24) hours’ notice of the date, time and place of the meeting but need not describe the purpose of such meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(c) Adjourned Meetings. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.

(d) Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the director and included in the minutes or filed with the corporate records. A director’s attendance at or participation in a meeting waives any required notice to him of such meeting unless the director at the beginning of the meeting (or promptly upon his arrival) 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.

3.4 Quorum.

Unless the Charter requires a greater number, a quorum of the Board of Directors consists of a majority of the fixed number of directors if the Corporation has a fixed board size, a majority of the number of directors prescribed, or if no number is prescribed and the Corporation has a variable-range size board, the number in office immediately before the meeting begins.

 

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3.5 Voting.

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the Charter or these Bylaws require the vote of a greater number of directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to such action unless:

(i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting;

(ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or

(iii) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

3.6 Action Without Meeting.

Unless the Charter otherwise provides, any action required or permitted by the Act to be taken at a Board of Directors meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the Board of Directors. Such action must be evidenced by one or more written consents describing the action taken, at least one of which is signed by each director, indicating the director’s vote or abstention on the action, which consents shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date.

 

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3.7 Compensation.

Directors and members of any committee created by the Board of Directors shall be entitled to such reasonable compensation for their services as directors and members of such committee as shall be fixed from time to time by the Board, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or of any such committee meetings. Any director receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.

3.8 Resignation.

A director may resign at any time by delivering written notice to the Board of Directors, President, or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

3.9 Vacancies.

Unless the Charter otherwise provides, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from the removal of a director with or without cause, either the shareholders or the Board of Directors may fill such vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill such vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to vote to fill the vacancy.

3.10 Removal of Directors.

(a) By Shareholders. The shareholders may remove one (1) or more directors, with or without cause, unless the Charter provides that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting

 

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group may participate in the vote to remove him without cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(b) By Directors. If so provided by the Charter, any of the directors may be removed for cause by the affirmative vote of a majority of the entire Board of Directors.

(c) General. A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing him, and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.

ARTICLE IV.

COMMITTEES

Unless the Charter otherwise provides, the Board of Directors may create one (1) or more committees, each consisting of one (1) or more members. All members of committees of the Board of Directors which exercise powers of the Board of Directors must be members of the Board of Directors and serve at the pleasure of the Board of Directors.

The creation of a committee and appointment of a member or members to it must be approved by the greater of (i) a majority of all directors in office when the action is taken or (ii) the number of directors required by the Charter or these Bylaws to take action.

Unless otherwise provided in the Act, to the extent specified by the Board of Directors or in the Charter, each committee may exercise the authority of the Board of Directors. All such committees and their members shall be governed by the same statutory requirements regarding meetings, action without meetings, notice and waiver of notice, quorum and voting requirements as are applicable to the Board of Directors and its members.

 

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ARTICLE V.

OFFICERS

5.1 Number.

The officers of the Corporation shall be a President, a Secretary and such other officers as may be from time to time appointed by the Board of Directors. One person may simultaneously hold more than one office, except the President may not simultaneously hold the office of Secretary.

5.2 Appointment.

The principal officers shall be appointed annually by the Board of Directors at the first meeting of the Board following the annual meeting of the shareholders, or as soon thereafter as is conveniently possible. Each officer shall serve at the pleasure of the Board of Directors and until his successor shall have been appointed, or until his death, resignation or removal.

5.3 Resignation and Removal.

An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

The Board of Directors may remove any officer at any time with or without cause, but such removal shall not prejudice the contract rights, if any, of the person so removed.

5.4 Vacancies.

Any vacancy in an office for any cause may be filled for the unexpired portion of the term by the Board of Directors.

 

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5.5 Duties.

(a) President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the active management of the business of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

(b) Vice President. The Vice President or Vice Presidents (if any) shall be active executive officers of the Corporation, shall assist the President in the active management of the business of the Corporation, and shall perform such other duties as the Board of Directors may from time to time prescribe.

(c) Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and shall prepare and record all votes and all minutes of all such meetings in a book to be kept for that purpose; he shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors when required, and unless directed otherwise by the Board of Directors, shall keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence and the number of shares held by them respectively. The Secretary shall have the responsibility of authenticating records of the Corporation. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors.

(d) Treasurer. The Treasurer shall have the custody of the Corporation’s funds and securities, shall keep or cause to be kept full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited 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 disburse or cause to be disbursed the funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board, or whenever they may

 

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require it, an account of all of his transactions as Treasurer and the financial condition of the Corporation. He shall perform such other duties as may be incident to his office or as prescribed from time to time by the Board of Directors. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum and with one or more sureties 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.

(e) Other Officers. Other officers appointed by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them.

(f) Delegation of Duties. In case of the absence or disability of any officer of the Corporation or of any person authorized to act in his place, the Board of Directors may from time to time delegate the powers and duties of such officer to any officer, or any director, or any other person whom it may select, during such period of absence or disability.

5.6 Indemnification, Advancement of Expenses and Insurance.

(a) Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to each director and officer of the Corporation, or any person who may have served at the request of the Corporation’s Board of Directors or President as a director or officer of another corporation (and, in either case, his heirs, executors and administrators), to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted. The Corporation may indemnify and advance expenses to any employee or agent of the Corporation who is not a director or officer (and his heirs, executors and administrators) to the same extent as to a director or officer, if the Board of Directors determines that to do so is in the best interests of the Corporation.

 

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(b) Non-Exclusivity of Rights. The indemnification and advancement of expenses provisions of subsection (a) of this Section 5.6 shall not be exclusive of any other right which any person (and his heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Charter, provision of these Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement or insurance, purchased by the Corporation or otherwise, both as to action in his official capacity and as to action in another capacity.

(c) Insurance. The Corporation may maintain insurance, at its own expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation’s Board of Directors or President as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any expense, liability or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or the Act.

ARTICLE VI.

SHARES OF STOCK

6.1 Shares with or without Certificates.

The Board of Directors may authorize that some or all of the shares of any or all of the Corporation’s classes or series of stock be evidenced by a certificate or certificates of stock. The Board of Directors may also authorize the issue of some or all of the shares of any or all of the Corporation’s classes or series of stock without certificates. The rights and obligations of shareholders with the same class and/or series of stock shall be identical whether or not their shares are represented by certificates.

 

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(a) Shares with Certificates. If the Board of Directors chooses to issue shares of stock evidenced by a certificate or certificates, each individual certificate shall include the following on its face: (i) the Corporation’s name, (ii) the fact that the Corporation is organized under the laws of the State of Tennessee, (iii) the name of the person to whom the certificate is issued, (iv) the number of shares represented thereby, (v) the class of shares and the designation of the series, if any, which the certificate represents, and (vi) such other information as applicable law may require or as may be lawful.

If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations determined for each series (and the authority of the Board of Directors to determine variations for any future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate shall state on its front or back that the Corporation will furnish the shareholder this information in writing, without charge, upon request.

Each certificate of stock issued by the Corporation shall be signed (either manually or in facsimile) by the President or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

(b) Shares without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the Act, shall, within a reasonable time after the issue or transfer of shares without certificates, send the shareholder a written statement of the information required on certificates by Section 6.1(a) of these Bylaws and any other information required by the Act.

6.2 Subscriptions for Shares.

Subscriptions for shares of the Corporation shall be valid only if they are in writing. Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the

 

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time when they are made, shall be paid in full at such time, or in such installments and at such periods, as shall be determined by the Board of Directors. All calls for payment on subscriptions shall be uniform as to all shares of the same class or of the same series, unless the subscription agreement specifies otherwise.

6.3 Transfers.

Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by (i) the holder of record thereof, (ii) by his legal representative, who, upon request of the Corporation, shall furnish proper evidence of authority to transfer, or (iii) his attorney, authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a duly appointed transfer agent. Such transfers shall be made only upon surrender, if applicable, of the certificate or certificates for such shares properly endorsed and with all taxes thereon paid.

6.4 Lost, Destroyed or Stolen Certificates.

No certificate for shares of stock of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen except on production of evidence, satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of Directors so requires, upon the furnishing of an indemnity bond in such amount and with such terms and such surety as the Board of Directors may in its discretion require.

ARTICLE VII.

CORPORATE ACTIONS

7.1 Contracts.

Unless otherwise required by the Board of Directors, the President or any Vice President shall execute contracts or other instruments on behalf of and in the name of the Corporation. The Board of Directors may from time to time authorize any other officer, assistant officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deem appropriate, and such authority may be general or confined to specific instances.

 

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7.2 Loans.

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the President or the Board of Directors. Such authority may be general or confined to specific instances.

7.3 Checks, Drafts, Etc.

Unless otherwise required by the Board of Directors, all checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the President, a Vice President or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be general or confined to specific business, and, if so directed by the Board, the signatures of two or more such officers may be required.

7.4 Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may authorize.

7.5 Voting Securities Held by the Corporation.

Unless otherwise required by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend any meeting of security holders, or to take action on written consent as a security holder, of other corporations in which the Corporation may hold securities. In connection therewith, the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation possesses. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

 

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7.6 Dividends.

The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on the Corporation’s outstanding shares of capital stock in the manner and upon the terms and conditions provided by applicable law. The record date for the determination of shareholders entitled to receive the payment of any dividend shall be determined by the Board of Directors, but which, in any event, shall not be less than ten (10) days prior to the date of such payment.

ARTICLE VIII.

FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Directors, and in the absence of such determination, shall be the calendar year.

ARTICLE IX.

CORPORATE SEAL

The Corporation shall not have a corporate seal.

ARTICLE X.

AMENDMENT OF BY-LAWS

These Bylaws may be altered, amended, repealed or restated, and new Bylaws may be adopted, at any meeting of the shareholders by the affirmative vote of a majority of the shares represented at such meeting, or by the affirmative vote of a majority of the members of the Board of Directors who are present at any regular or special meeting.

ARTICLE XI.

NOTICE

Unless otherwise provided for in these Bylaws, any required notice shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Charter or these Bylaws. Notice may be communicated in person; by telephone,

 

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telegraph, teletype or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in Tennessee may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

Written notice to shareholders, if in a comprehensible form, is effective when mailed, if mailed correctly addressed and with first class postage affixed thereon to the shareholder’s address shown in the Corporation’s current record of shareholders. Except as provided above, written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received, (b) five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner.

 

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EX-3.115 6 d805253dex3115.htm EX-3.115 EX-3.115

Exhibit 3.115

CHARTER

OF

AMSURG TEMECULA II, INC.

The undersigned, acting as the incorporator of a corporation under the Tennessee Business Corporation Act, adopts the following charter for such corporation.

1. The name of the corporation is AmSurg Temecula II, Inc.

2. The corporation is for profit.

3. The street address of the corporation’s principal office is:

20 Burton Hills Boulevard, Fifth Floor

Nashville, Tennessee 37215

County of Davidson

4.    (a)    The name of the corporation’s initial registered agent is: Claire M. Gulmi.

       (b)    The street address of the corporation’s initial registered office in Tennessee is:

20 Burton Hills Boulevard, Fifth Floor

Nashville, Tennessee 37215

County of Davidson

5. The name and address of the incorporator is:

Clint C. Cromwell

20 Burton Hills Boulevard, Fifth Floor

Nashville, Tennessee 37215

County of Davidson

6. The number of shares of stock the corporation is authorized to issue is one thousand (1,000) shares of common stock, no par value.

7. The shareholders of the corporation shall not have preemptive rights.

8. To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Tennessee Business Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited

to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this Paragraph 8 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

Dated: October 16, 2013

 

/s/ Clint C. Cromwell

Clint C. Cromwell, Incorporator

 

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EX-3.116 7 d805253dex3116.htm EX-3.116 EX-3.116

Exhibit 3.116

BYLAWS

OF

AMSURG TEMECULA II, INC.

(the “Corporation”)

ARTICLE I.

OFFICES

The Corporation may have such offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II.

SHAREHOLDERS

2.1 Annual Meeting.

An annual meeting of the shareholders of the Corporation shall be held on such date as may be determined by the Board of Directors. The business to be transacted at such meeting shall be the election of directors and such other business as shall be properly brought before the meeting.

2.2 Special Meetings.

A special meeting of shareholders shall be held on call of the Board of Directors or if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation’s Secretary one (1) or more written demands for the meeting describing the purpose or purposes for which such special meeting is to be held. Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders’ meeting.

2.3 Place of Meetings.

The Board of Directors may designate any place, either within or without the State of Tennessee, as the place of meeting for any annual meeting or for any special meeting. If no place is fixed by the Board of Directors, the meeting shall be held at the principal office of the Corporation.

2.4 Notice of Meetings; Waiver.

(a) Notice. Notice of the date, time and place of each annual and special shareholders’ meeting and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is to be held, shall be given no fewer than ten (10) days nor more than two (2) months before the date of the meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(b) Waiver. A shareholder may waive any notice required by law, the Charter or these Bylaws before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, signed by the shareholder entitled to the notice and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting; and (2) waives objection to 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 when it is presented.

2.5 Record Date.

The Board of Directors shall fix as the record date to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action, a date not more than seventy (70) days before the meeting or action requiring a determination of shareholders.

 

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A record date fixed for a shareholders’ meeting is effective for any adjournment of such meeting, unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting.

2.6 Shareholders’ List.

After the record date for a meeting has been fixed, the Corporation shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders’ meeting. Such list will be arranged by voting group (and within each voting group by class or series of shares) and will show the address of and number of shares held by each shareholder. The shareholders’ list will be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his agent or attorney is entitled on written demand to inspect and, subject to the requirements of the Tennessee Business Corporation Act (the “Act”), to copy the list, during regular business hours and at his expense, during the period the list is available for inspection.

2.7 Voting Groups; Quorum; Adjournment.

All shares entitled to vote and be counted together collectively on a matter at a meeting of shareholders shall be a “voting group.” Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise required by the Act or provided in the Charter, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, 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 that adjourned meeting.

 

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If a quorum of a voting group shall not be present or represented at any meeting, the shares entitled to vote thereat shall have power to adjourn the meeting to a different date, time or place without notice other than announcement at the meeting of the new time, date or place to which the meeting is adjourned. At any adjourned meeting at which a quorum of any voting group shall be present or represented, any business may be transacted by such voting group which might have been transacted at the meeting as originally called.

2.8 Voting of Shares.

Unless otherwise provided by the Act or the Charter, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.

If a quorum exists, approval of an action on a matter (other than the election of directors) by a voting group entitled to vote thereon is received if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Charter or the Act requires a greater number of affirmative votes. Unless otherwise provided in the Charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

2.9 Proxies.

A shareholder may vote his shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment either personally or by his attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

 

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2.10 Acceptance of Shareholder Documents.

If the name signed on a shareholder document (a vote, consent, waiver or proxy appointment) corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept such shareholder document and give it effect as the act of the shareholder. If the name signed on such shareholder document does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept such shareholder document and to give it effect as the act of the shareholder if:

(i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(ii) the name signed purports to be that of a fiduciary representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to such shareholder document;

(iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the shareholder document;

(iv) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to such shareholder document; or

(v) two or more persons are the shareholder as co-owners or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners or fiduciaries and the person signing appears to be acting on behalf of all the co-owners or fiduciaries.

The Corporation is entitled to reject a shareholder document if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on such shareholder document or about the signatory’s authority to sign for the shareholder.

 

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2.11 Action Without Meeting.

Action required or permitted by the Act to be taken at a shareholders’ meeting may be taken without a meeting. If all shareholders entitled to vote on the action consent to taking such action without a meeting, the affirmative vote of the number of shares that would be necessary to authorize or take such action at a meeting is the act of the shareholders.

The action must be evidenced by one (1) or more written consents describing the action taken, at least one of which is signed by each shareholder entitled to vote on the action in one (1) or more counterparts, indicating such signing shareholder’s vote or abstention on the action and delivered to the Corporation for inclusion in the minutes or for filing with the corporate records.

If the Act or the Charter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by consent of the voting shareholders, then the Corporation shall give its nonvoting shareholders written notice of the proposed action at least ten (10) days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

2.12 Presiding Officer and Secretary.

Meetings of the shareholders shall be presided over by the President, or if the President is not present, by a chairman chosen by a majority of the shareholders entitled to vote at such meeting. The Secretary or, in his absence, an Assistant Secretary shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, a majority of the shareholders entitled to vote at such meeting shall choose any person present to act as secretary of the meeting.

 

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ARTICLE III.

DIRECTORS

3.1 Powers and Duties.

All corporate powers shall be exercised by or under the authority of and the business and affairs of the Corporation managed under the direction of the Board of Directors.

3.2 Number and Term.

(a) Number. The Board of Directors shall consist of no fewer than one (1) nor more than nine (9) members and shall initially consist of three (3) members. The exact number of directors, the range for the size of the Board, or whether the size of the Board shall be fixed or variable-range may be fixed, changed or determined from time to time by the Board of Directors.

(b) Term. Directors shall be elected at the first annual shareholders’ meeting and at each annual meeting thereafter. The terms of the initial directors shall expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election. Despite the expiration of a director’s term, he shall continue to serve until his successor is elected and qualified or until there is a decrease in the number of directors.

3.3 Meetings; Notice.

The Board of Directors may hold regular and special meetings either within or without the State of Tennessee. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously 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.

 

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(a) Regular Meetings. Unless the Charter otherwise provides, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.

(b) Special Meetings. Special meetings of the Board of Directors may be called by the President or any two (2) directors. Unless the Charter otherwise provides, special meetings must be preceded by at least twenty-four (24) hours’ notice of the date, time and place of the meeting but need not describe the purpose of such meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(c) Adjourned Meetings. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.

(d) Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the director and included in the minutes or filed with the corporate records. A director’s attendance at or participation in a meeting waives any required notice to him of such meeting unless the director at the beginning of the meeting (or promptly upon his arrival) 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.

3.4 Quorum.

Unless the Charter requires a greater number, a quorum of the Board of Directors consists of a majority of the fixed number of directors if the Corporation has a fixed board size, a majority of the number of directors prescribed, or if no number is prescribed and the Corporation has a variable-range size board, the number in office immediately before the meeting begins.

 

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3.5 Voting.

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the Charter or these Bylaws require the vote of a greater number of directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to such action unless:

(i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting;

(ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or

(iii) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

3.6 Action Without Meeting.

Unless the Charter otherwise provides, any action required or permitted by the Act to be taken at a Board of Directors meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the Board of Directors. Such action must be evidenced by one or more written consents describing the action taken, at least one of which is signed by each director, indicating the director’s vote or abstention on the action, which consents shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date.

 

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3.7 Compensation.

Directors and members of any committee created by the Board of Directors shall be entitled to such reasonable compensation for their services as directors and members of such committee as shall be fixed from time to time by the Board, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or of any such committee meetings. Any director receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.

3.8 Resignation.

A director may resign at any time by delivering written notice to the Board of Directors, President, or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

3.9 Vacancies.

Unless the Charter otherwise provides, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from the removal of a director with or without cause, either the shareholders or the Board of Directors may fill such vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill such vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to vote to fill the vacancy.

3.10 Removal of Directors.

(a) By Shareholders. The shareholders may remove one (1) or more directors, with or without cause, unless the Charter provides that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting

 

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group may participate in the vote to remove him without cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(b) By Directors. If so provided by the Charter, any of the directors may be removed for cause by the affirmative vote of a majority of the entire Board of Directors.

(c) General. A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing him, and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.

ARTICLE IV.

COMMITTEES

Unless the Charter otherwise provides, the Board of Directors may create one (1) or more committees, each consisting of one (1) or more members. All members of committees of the Board of Directors which exercise powers of the Board of Directors must be members of the Board of Directors and serve at the pleasure of the Board of Directors.

The creation of a committee and appointment of a member or members to it must be approved by the greater of (i) a majority of all directors in office when the action is taken or (ii) the number of directors required by the Charter or these Bylaws to take action.

Unless otherwise provided in the Act, to the extent specified by the Board of Directors or in the Charter, each committee may exercise the authority of the Board of Directors. All such committees and their members shall be governed by the same statutory requirements regarding meetings, action without meetings, notice and waiver of notice, quorum and voting requirements as are applicable to the Board of Directors and its members.

 

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ARTICLE V.

OFFICERS

5.1 Number.

The officers of the Corporation shall be a President, a Secretary and such other officers as may be from time to time appointed by the Board of Directors. One person may simultaneously hold more than one office, except the President may not simultaneously hold the office of Secretary.

5.2 Appointment.

The principal officers shall be appointed annually by the Board of Directors at the first meeting of the Board following the annual meeting of the shareholders, or as soon thereafter as is conveniently possible. Each officer shall serve at the pleasure of the Board of Directors and until his successor shall have been appointed, or until his death, resignation or removal.

5.3 Resignation and Removal.

An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

The Board of Directors may remove any officer at any time with or without cause, but such removal shall not prejudice the contract rights, if any, of the person so removed.

5.4 Vacancies.

Any vacancy in an office for any cause may be filled for the unexpired portion of the term by the Board of Directors.

5.5 Duties.

(a) President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the active management of the business of

 

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the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

(b) Vice President. The Vice President or Vice Presidents (if any) shall be active executive officers of the Corporation, shall assist the President in the active management of the business of the Corporation, and shall perform such other duties as the Board of Directors may from time to time prescribe.

(c) Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and shall prepare and record all votes and all minutes of all such meetings in a book to be kept for that purpose; he shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors when required, and unless directed otherwise by the Board of Directors, shall keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence and the number of shares held by them respectively. The Secretary shall have the responsibility of authenticating records of the Corporation. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors.

(d) Treasurer. The Treasurer shall have the custody of the Corporation’s funds and securities, shall keep or cause to be kept full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited 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 disburse or cause to be disbursed the funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board, or whenever they may

 

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require it, an account of all of his transactions as Treasurer and the financial condition of the Corporation. He shall perform such other duties as may be incident to his office or as prescribed from time to time by the Board of Directors. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum and with one or more sureties 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.

(e) Other Officers. Other officers appointed by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them.

(f) Delegation of Duties. In case of the absence or disability of any officer of the Corporation or of any person authorized to act in his place, the Board of Directors may from time to time delegate the powers and duties of such officer to any officer, or any director, or any other person whom it may select, during such period of absence or disability.

5.6 Indemnification, Advancement of Expenses and Insurance.

(a) Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to each director and officer of the Corporation, or any person who may have served at the request of the Corporation’s Board of Directors or President as a director or officer of another corporation (and, in either case, his heirs, executors and administrators), to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted. The Corporation may indemnify and advance expenses to any employee or agent of the Corporation who is not a director or officer (and his heirs, executors and administrators) to the same extent as to a director or officer, if the Board of Directors determines that to do so is in the best interests of the Corporation.

 

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(b) Non-Exclusivity of Rights. The indemnification and advancement of expenses provisions of subsection (a) of this Section 5.6 shall not be exclusive of any other right which any person (and his heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Charter, provision of these Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement or insurance, purchased by the Corporation or otherwise, both as to action in his official capacity and as to action in another capacity.

(c) Insurance. The Corporation may maintain insurance, at its own expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation’s Board of Directors or President as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any expense, liability or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or the Act.

ARTICLE VI.

SHARES OF STOCK

6.1 Shares with or without Certificates.

The Board of Directors may authorize that some or all of the shares of any or all of the Corporation’s classes or series of stock be evidenced by a certificate or certificates of stock. The Board of Directors may also authorize the issue of some or all of the shares of any or all of the Corporation’s classes or series of stock without certificates. The rights and obligations of shareholders with the same class and/or series of stock shall be identical whether or not their shares are represented by certificates.

 

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(a) Shares with Certificates. If the Board of Directors chooses to issue shares of stock evidenced by a certificate or certificates, each individual certificate shall include the following on its face: (i) the Corporation’s name, (ii) the fact that the Corporation is organized under the laws of the State of Tennessee, (iii) the name of the person to whom the certificate is issued, (iv) the number of shares represented thereby, (v) the class of shares and the designation of the series, if any, which the certificate represents, and (vi) such other information as applicable law may require or as may be lawful.

If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations determined for each series (and the authority of the Board of Directors to determine variations for any future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate shall state on its front or back that the Corporation will furnish the shareholder this information in writing, without charge, upon request.

Each certificate of stock issued by the Corporation shall be signed (either manually or in facsimile) by the President or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

(b) Shares without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the Act, shall, within a reasonable time after the issue or transfer of shares without certificates, send the shareholder a written statement of the information required on certificates by Section 6.1(a) of these Bylaws and any other information required by the Act.

6.2 Subscriptions for Shares.

Subscriptions for shares of the Corporation shall be valid only if they are in writing. Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the

 

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time when they are made, shall be paid in full at such time, or in such installments and at such periods, as shall be determined by the Board of Directors. All calls for payment on subscriptions shall be uniform as to all shares of the same class or of the same series, unless the subscription agreement specifies otherwise.

6.3 Transfers.

Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by (i) the holder of record thereof, (ii) by his legal representative, who, upon request of the Corporation, shall furnish proper evidence of authority to transfer, or (iii) his attorney, authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a duly appointed transfer agent. Such transfers shall be made only upon surrender, if applicable, of the certificate or certificates for such shares properly endorsed and with all taxes thereon paid.

6.4 Lost, Destroyed or Stolen Certificates.

No certificate for shares of stock of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen except on production of evidence, satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of Directors so requires, upon the furnishing of an indemnity bond in such amount and with such terms and such surety as the Board of Directors may in its discretion require.

ARTICLE VII.

CORPORATE ACTIONS

7.1 Contracts.

Unless otherwise required by the Board of Directors, the President or any Vice President shall execute contracts or other instruments on behalf of and in the name of the Corporation. The Board of Directors may from time to time authorize any other officer, assistant officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deem appropriate, and such authority may be general or confined to specific instances.

 

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7.2 Loans.

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the President or the Board of Directors. Such authority may be general or confined to specific instances.

7.3 Checks, Drafts, Etc.

Unless otherwise required by the Board of Directors, all checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the President, a Vice President or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be general or confined to specific business, and, if so directed by the Board, the signatures of two or more such officers may be required.

7.4 Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may authorize.

7.5 Voting Securities Held by the Corporation.

Unless otherwise required by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend any meeting of security holders, or to take action on written consent as a security holder, of other corporations in which the Corporation may hold securities. In connection therewith, the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation possesses. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

 

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7.6 Dividends.

The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on the Corporation’s outstanding shares of capital stock in the manner and upon the terms and conditions provided by applicable law. The record date for the determination of shareholders entitled to receive the payment of any dividend shall be determined by the Board of Directors, but which, in any event, shall not be less than ten (10) days prior to the date of such payment.

ARTICLE VIII.

FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Directors, and in the absence of such determination, shall be the calendar year.

ARTICLE IX.

CORPORATE SEAL

The Corporation shall not have a corporate seal.

ARTICLE X.

AMENDMENT OF BY-LAWS

These Bylaws may be altered, amended, repealed or restated, and new Bylaws may be adopted, at any meeting of the shareholders by the affirmative vote of a majority of the shares represented at such meeting, or by the affirmative vote of a majority of the members of the Board of Directors who are present at any regular or special meeting.

ARTICLE XI.

NOTICE

Unless otherwise provided for in these Bylaws, any required notice shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Charter or these Bylaws. Notice may be communicated in person; by telephone,

 

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telegraph, teletype or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in Tennessee may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

Written notice to shareholders, if in a comprehensible form, is effective when mailed, if mailed correctly addressed and with first class postage affixed thereon to the shareholder’s address shown in the Corporation’s current record of shareholders. Except as provided above, written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received, (b) five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner.

 

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EX-3.117 8 d805253dex3117.htm EX-3.117 EX-3.117

Exhibit 3.117

CERTIFICATE OF INCORPORATION

OF

ALL WOMEN’S HEALTHCARE HOLDINGS, INC.

FIRST: The name of the Corporation is All Women’s Healthcare Holdings, Inc. (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is located at 300 Delaware Ave., 9th Floor, DE-5403, Wilmington, County of New Castle, Delaware 19801. The registered agent of the Corporation at that address is Griffin Corporate Services, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the Corporation’s activities shall be confined to the management and maintenance of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner as to qualify for exemption from income taxation under, Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law.

FOURTH: The Corporation shall have authority to issue One Hundred (100) shares of common stock, having a par value of $.01 (One Cent) per share.

FIFTH: The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision of Delaware law.

SIXTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders except for (i) any breach of the director’s duty of loyalty to the corporation or its

stockholders, (ii) acts or omissions not in good fairh or which involve intentional misconduct or a knowing violation of law, (iii) unlawful dividend payments or stock purchases or redemptions under section 174 of the Delaware General Corporation Law (or any successor provision of Delaware law), or (iv) any transaction from which the director derived an improper personal benefit; and the directors of the Corporation shall be entitled, to the full extent permitted by Delaware law, as amended from time to time, to the benefits of provisions limiting the personal liability of directors.

SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in the By-Laws of the Corporation. The directors need not be elected by ballot unless required by the By-Laws of the Corporation.

EIGHTH: Meetings of the stockholders will be held within the State of Delaware. The books of the Corporation will be kept (subject to the provisions contained in me General Corporation Law) in the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the By-Laws of he Corporation.

NINTH: In the furtherance and not in limitation of the objects, purposes and powers prescribed herein and conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the By-Laws.

TENTH: The Corporation reserves the right to amend or repeal any provision contained in the Certificate of Incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

ELEVENTH: The Corporation shall have no power and may not be authorized by its stockholders or directors (i) to perform or omit to do any act that would cause the Corporation to

lose its status as a corporation exempt from the Delaware Corporation income tax under Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law, or (ii) to conduct any activities outside of Delaware which could result in the Corporation being subject to tax outside of Delaware.

TWELFTH: The name and mailing address of the Incorporator is Kimberlee A. Postlethwait, 300 Delaware Avenue, 9th Floor. DE-5403, Wilmington, Delaware 19801.

THIRTEENTH: The powers of the incorporator shall terminate upon election of directors.

I, THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 15th day of January, 2004.

 

/s/ Kimberlee A. Postlethwait

Kimberlee A. Postlethwait
Incorporator

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND REGISTERED OFFICE

The Board of Directors of ALL WOMEN’S HEALTHCARE HOLDINGS, INC., a Delaware corporation filed January 15, 2004 (the “Corporation”), do hereby resolve and order that the mailing address and location of the registered Office of the Corporation within the State of Delaware be changed to and is hereby effeotive upon filing with the State of Delaware Division of Corporations:

Nemours Building

1007 Orange Street

Suite 1410

Wilmington, New Castle County, Delaware 19801

The name of the Registered Agent located at the Registered Office and upon whom process against the Corporation may be served is:

Delaware Incorporators & Registration Service, LLC

The foregoing is a true copy of the resolutions adopted by the Corporation’s Board of Directors effective as of January 20, 2005.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Change of Registered Agent and Registered Office to be signed by an authorized officer on this 20th day of January, 2005.

 

/s/ Jay A. Martus

Jay A. Martus, Vice President and Secretary

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

ALL WOMEN’S HEALTHCARE HOLDINGS, INC.

All Women’s Healthcare Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporate Law of the State of Delaware (the “Corporation”), does hereby certify that:

1. Article Third of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

“THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.”

2. Article Eleventh of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

“ELEVENTH: [Reserved].”

3. The foregoing amendments to the Certificate of Incorporation of the Corporation have been duly adopted by the Board of Directors of the Corporation, acting in accordance with the provisions of Section 141 and 242 of the Delaware General Corporation Law, as amended (“DGCL”), and written consent of the sole shareholder of the Corporation has been duly given to this amendment in accordance with the provisions of Sections 228 and 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed on its behalf this 28th day of June, 2012.

 

By:  

/s/ Gilbert Drozdow

Name:   Gilbert Drozdow
Title:   President
 EX-3.118 9 d805253dex3118.htm EX-3.118 EX-3.118

Exhibit 3.118

BY-LAWS

of

ALL WOMEN’S HEALTHCARE HOLDINGS, INC.

ARTICLE I

Stockholders

Section 1. Annual Meeting. The Annual Meeting of Stockholders shall be held each year at the place, date and time determined by the Board of Directors. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Certificate of Incorporation or by these By-laws, may be specified by the Board of Directors or the President. If no annual meeting has been held on the date fixed above, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an annual meeting.

Section 2. Special Meetings. Special meetings of the stockholders may be called at any time by the President or the Board of Directors.

Section 3. Notice of Meetings. A written notice stating the place, date and hour of the Annual Meeting of Stockholders shall be given by the Secretary (or other person authorized by these By-laws or by-law) not less than ten, nor more than sixty, days before the meeting to each stockholder entitled to vote thereat, and to each stockholder who, under the Certificate of Incorporation or under these By-laws, is entitled to such notice, by delivering such notice to him or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the Corporation. Notice need not be given to a stockholder if a written waiver of notice is executed before or after the meeting by such stockholder, if communication with such stockholder is unlawful, or if such stockholder attends the meeting in question, unless such attendance was for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Notice of Special Meetings shall be given in the same manner as provided for Annual Meetings, except that the written notice of Special Meetings shall state clearly and briefly the purpose or purposes for which the meeting is called. Only such purposes shall be considered or dealt with at Special Meetings.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in the written waiver of notice.

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 4. Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.

Section 5. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the Corporation unless otherwise provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or by written proxy, but not proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A proxy purporting to be executed by, or on behalf of, a stockholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.

Section 6. Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. Any election by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. No ballot shall be required for any election. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

Section 7. Action Without a Meeting. Any action required or permitted by law to be taken at any annual or special meeting of stockholders 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 all outstanding shares of stock entitled to vote thereon.

Section 8. Stockholder Lists. The Secretary (or the Corporation’s transfer agent or other person authorized by these By-laws or by law) shall prepare and make at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, 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 within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

 

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ARTICLE II

Directors

Section 1. Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors that may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws. In the event of vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

Section 2. Number; Election and Qualifications. The number of Directors shall be not less than one nor more than five (5). At each Annual Meeting, the stockholders shall fix the number of Directors, and shall elect not more than the number so designated. No Director need be a stockholder.

Section 3. Vacancies; Reduction of Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the stockholders or by the Directors then in office or by a sole remaining Director. In lieu of filling any such vacancy the stockholders or Board of Directors may reduce the number of Directors, but to a number less than the minimum number required by Section 2 of this Article II. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 4. Enlargement of the Board. The Board of Directors may be enlarged by the stockholders at any meeting or by vote of a majority of the Directors then in office.

Section 5. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, Directors shall hold office for one year or until their successors are elected and qualified or until their earlier resignation or removal. Any Director may resign by delivering his written resignation to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6. Removal. A Director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of Directors.

Section 7. Meetings. The regular Annual Meeting of the Board of Directors shall be held immediately after the close of the Annual Meeting of the Stockholders. No notice shall be required for this meeting. Other regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the President designating the time, date and place thereof. Any matter of business which may properly come before the Board of Directors may be transacted at either a regular or special meeting thereof. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

 

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Section 8. Notice of Meetings. Notice of the time, date and place of special meetings of the Board of Directors shall be given to each Director by the Secretary or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the President. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home address at least twenty-four hours in advance of the meeting, or by written notice mailed to the business or home address at least forty-eight hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communications with such Director is unlawful, or if all of the Directors are present at the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purpose of the meeting.

Section 9. Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

Section 10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By-laws.

Section 11. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes.

Section 12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number one or more committees, including an Executive Committee and an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate of Incorporation, or by these By-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws of the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

 

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ARTICLE III

Officers

Section 1. Enumeration. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including one or more Vice-Presidents, Assistant Secretaries, and Assistant Treasurers, as the Board of Directors may determine.

Section 2. Election. At its Annual Meeting, the Board of Directors shall elect the President, the Secretary, and the Treasurer. Other officers may be chosen by the Board of Directors at such meeting or any other meeting.

Section 3. Qualification. No officer need be a stockholder. No officer need be a Director. Any person may occupy more than one office of the Corporation at any time. Any officer may be required by the Board of Directors to give bond for the faithful performance of his duties in such amount and with such sureties as the Board of Directors may determine.

Section 4. Tenure. Except as otherwise provided by the Certificate of Incorporation or by these By-laws, each of the officers of the Corporation shall hold hits office for one year or until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign by delivering his written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 5. Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office; provided, that if an officer is be removed for cause, he may only be removed after reasonable notice and an opportunity to be heard by the Board of Directors.

Section 6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

Section 7. President. The President shall be the chief executive officer of the Corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. Unless otherwise provided by the Board of Directors, he shall preside, when present, at all meetings of stockholders and of the Board of Directors.

Section 8. Vice-Presidents. Any Vice-President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

Section 9. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

 

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Section 10. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In his absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). He shall have custody of the seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his signature. He shall have such other duties and powers as may be designated from time to time by the Board of Directors or the President. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

Section 11. Other Powers and Duties. Subject to these By-laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors.

ARTICLE IV

Capital Stock

Section 1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall bear the Corporation seal and shall be signed by the President or a Vice-President and by the Treasurer or the Secretary. The Corporation seal and the signatures by Corporation officers may be facsimile if the certificate is manually countersigned by an authorized person on behalf of a transfer agent or registrar other than the Corporation or its employee. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

Section 2. Transfers. Subject to any restrictions on transfer, shares of stock may be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

Section 3. Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws. It shall be the duty of each stockholder to notify the Corporation of his post office address.

 

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Section 4. Record Date. In order that the Corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournments 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. In such case, only stockholders of record on such record date shall be so entitled, notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed: (i) the record date for determining stockholders entitled to receive notice of or to vote at a meeting of stockholders shall be at 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; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, uponsuch terms as the Board of Directors may prescribe.

ARTICLE V

Indemnification of Directors, Officers and Others

Section 1. Indemnifiable Events; Extent of Indemnification.

A. The Corporation shall indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware (as presently in effect or as hereafter amended):

(1) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than action or suit by or in the right of the Company) by reason of the fact that he is or was a Director or Officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such suit, action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best

 

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interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(3) To the extent that a Director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (1) and (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

B. The Board of Directors, in its discretion, may authorize the Corporation to indemnify:

(1) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Corporation) by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere

 

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or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.

Section 2. Determination of Entitlement. Any indemnification hereunder (unless required by law or ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article V. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (iii) by the stockholders of the Corporation.

Section 3. Advance Payments. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, only as authorized by the Board of Directors in the specific case (including by one or more Directors who may be parties to such action, suit or proceeding), upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article V.

Section 4. Non-Exclusive Nature of Indemnification. The indemnification provided herein shall not be deemed exclusive of any other rights to which any person, whether or not entitled to be indemnified hereunder, may be entitled under any statute, by-law, agreement, vote of stockholders or Directors of otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors

 

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and administrators of such a person. Each person who is or becomes a Director or officer as aforesaid shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article V.

Section 5. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who 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 corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of the State of Delaware (as present in effect or hereafter enacted), the Certificate of Incorporation of the Corporation or these By-laws.

Section 6. No Duplicate Payments. The Corporation’s indemnification under Section 1 of this Article V of any person who 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 corporation, partnership, joint venture, trust or other enterprise, shall be reduced by any amounts such person receives as indemnification (i) under any policy of insurance purchased and maintained on his behalf by the Corporation, (ii) from such other corporation, partnership, joint venture, trust or other enterprise, or (iii) under any other applicable indemnification provision.

Section 7. Amendment. This Article V may be amended only so as to have a prospective effect. Any amendment to this Article V which would result in any person having a more limited entitlement to indemnification may be approved only by the stockholders.

ARTICLE VI

Transactions with Related Parties

Section 1. Transactions Not Void. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof, which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors, or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

 

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(3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the shareholders.

Section 2. Quorum. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 3. Limitation. Nothing herein contained shall protect or purport to protect any Director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of his willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.

ARTICLE VII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year.

Section 2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

Section 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without Director action may be executed on behalf of the Corporation by the President or the Treasurer.

Section 4. Voting of Securities. Unless the Board of Directors otherwise provides, the President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

Section 5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

Section 6. Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

 

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Section 7. Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

Section 8. Amendments. These By-laws may be altered, amended or repealed by the vote of a majority in interest of the stockholders of the Corporation at any regular or special meeting thereof; or by the vote of a majority of the Board of Directors at any regular or special meeting thereof, without any action on the part of the stockholders, unless otherwise provided herein; provided, that (i) the Board of Directors may not amend or repeal this Section 8 nor may it amend or repeal any other provisions of these By-laws to the extent such amendment or repeal requires action by the stockholders, and (ii) any amendment or repeal of these By-laws by the Board of Directors an any provision to these By-laws adopted by the Board of Directors may be amended or repealed by the stockholders.

I HEREBY CERTIFY that the foregoing Bylaws of ALL WOMEN’S HEALTHCARE HOLDINGS, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of January 15, 2004.

 

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EX-3.119 10 d805253dex3119.htm EX-3.119 EX-3.119

Exhibit 3.119

ARTICLES OF INCORPORATION

OF

ALL WOMEN’S HEALTHCARE, INC.

ARTICLE I – NAME

The name of this corporation is ALL WOMEN’S HEALTHCARE, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1200 South Pine Island Road, Plantation, Florida 33324; and the name of the initial registered agent of this Corporation at that address is CT Corporation System.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and addresses of the initial directors of this Corporation are:

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

Mark Penkhus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATION

The name and address of the person signing these Articles of Incorporation is:

Jillian B. Marcus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 10th day of December, 2003.

 

/s/ Jillian B. Marcus

Jillian B. Marcus, Esq., Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That ALL WOMEN’S HEALTHCARE, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named CT CORPORATION SYTEM as its agent to accept service of process within this state.

CT Corporation System

1200 South Pine Island Road

Plantation, Florida 33324

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, CT Corporation System hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated the 10th date of December, 2003.

 

CT CORPORATION SYSTEM
By:  

/s/    Peter F. Souza        

  PETER F. SOUZA
  ASSISTANT SECRETARY
 EX-3.120 11 d805253dex3120.htm EX-3.120 EX-3.120

Exhibit 3.120

ANNEX B

BY-LAWS

OF

ALL WOMEN’S HEALTHCARE, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by

 

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the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and notice.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

 

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ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier

 

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resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholder or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

 

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Section10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

 

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Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

 

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Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, and all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

 

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The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the direction of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

 

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(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

 

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A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined

 

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statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholder or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual

 

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meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified persons.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section I(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement

 

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accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procurement for Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the

 

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commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

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Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6. Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Bylaws of ALL WOMEN’S HEALTHCARE, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of January 15, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.121 12 d805253dex3121.htm EX-3.121 EX-3.121

Exhibit 3.121

ARTICLES OF INCORPORATION

OF

ALL WOMEN’S HEALTHCARE OF DADE, INC.

ARTICLE I – NAME

The name of this corporation is ALL WOMEN’S HEALTHCARE OF DADE, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any and all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1200 South Pine Island Road, Plantation, Florida 33324; and the name of the initial registered agent of this Corporation at that address is CT Corporation System.

 

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ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and address of the initial directors of this Corporation are:

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

Mark Penkhus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 30th day of December, 2003.

 

/s/ Jay A. Martus

Jay A. Martus, Esq., Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

WITNESSETH:

That ALL WOMEN’S HEALTHCARE OF DADE, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named CT CORPORATION SYSTEM as its agent to accept service of process within this state.

CT Corporation System

1200 South Pine Island Road

Plantation, Florida 33324

ACKNOWLEDGMENT:

Having been named to accept service of process for this Corporation, at the place designated in this Certificate, CT Corporation System hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 30th day of December, 2003.

 

CT CORPORATION SYSTEM
By:  

/s/ Peter F. Souza

  Peter F. Souza
  Assistant Secretary
 EX-3.122 13 d805253dex3122.htm EX-3.122 EX-3.122

Exhibit 3.122

BY-LAWS

OF

ALL WOMEN’S HEALTHCARE OF DADE, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election officers for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for

 

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determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office, or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date, and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors, or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action require to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary, and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

 

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The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, and all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen, or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS: FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating

 

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one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

 

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This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has sided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee, or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issues, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators, and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a

 

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witness to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and any appeal from any completed action, suit, or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties, and fines) and costs, charges, and expenses (including attorneys’ fees, costs, and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer, or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges, and Expenses. Costs, charges, and expenses (including attorneys’ fees, costs, and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges, and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the

 

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“Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person except a Proceeding authorized by Section 3 of this Article, the Corporation shall pay the costs, charges, and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges, and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit, or proceeding, whether or not the Corporation is a party to that action, suit, or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer, or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer, or employee of any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within a 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that

 

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indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director, or employee and as to actions in another capacity while still an officer, director, or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer, and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any

 

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time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer, or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers, and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer, and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

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ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of ALL WOMEN’S HEALTHCARE OF DADE, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of January 15, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.123 14 d805253dex3123.htm EX-3.123 EX-3.123

Exhibit 3.123

ARTICLES OF INCORPORATION

OF

ALL WOMEN’S HEALTHCARE OF SAWGRASS, INC.

ARTICLE I – NAME

The name of this corporation is ALL WOMEN’S HEALTHCARE OF SAWGRASS, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1200 South Pine Island Road, Plantation, Florida 33324; and the name of the initial registered agent of this Corporation at that address is CT Corporation System.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and address of the initial directors of this Corporation are:

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

Mark Penkhus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jillian E. Marcus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 10th day of December , 2003.

 

/s/ Jillian E. Marcus

Jillian E. Marcus, Esq., Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That ALL WOMEN’S HEALTHCARE OF SAWGRASS, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named CT CORPORATION SYSTEM as its agent to accept service of process within this state.

CT Corporation System

1200 South Pine Island Road

Plantation, Florida 33324

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, CT Corporation System hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 10th day of December, 2003.

 

CT CORPORATION SYSTEM
By:  

/s/ Peter F. Souza

  Peter F. Souza
  Assistant Secretary
 EX-3.124 15 d805253dex3124.htm EX-3.124 EX-3.124

Exhibit 3.124

BY-LAWS

OF

ALL WOMEN’S HEALTHCARE OF SAWGRASS, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he object at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors needs not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice of waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that (a) the demand is made in

 

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good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article 1, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a

 

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Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

 

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partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of ALL WOMEN’S HEALTHCARE OF SAWGRASS, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of January 15, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.125 16 d805253dex3125.htm EX-3.125 EX-3.125

Exhibit 3.125

ARTICLES OF INCORPORATION

OF

ALL WOMEN’S HEALTHCARE OF WEST BROWARD, INC.

ARTICLE I - NAME

The name of this corporation is ALL WOMEN’S HEALTHCARE OF WEST BROWARD, INC. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPLE OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1200 South Pine Island Road, Plantation, Florida 33324; and the name of the initial registered agent of this Corporation at that address is CT Corporation System.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

Matt Penkhus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jillian E. Marcus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 10th day of December, 2003.

 

/s/ Jillian E. Marcus

Jillian E. Marcus, Esq., Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That ALL WOMEN’S HEALTHCARE OF WEST BROWARD, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named CT CORPORATION SYSTEM as its agent to accept service of process within this state.

CT Corporation System

1200 South Pine Island Road

Plantation, Florida 33324

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, CT Corporation System hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 10th day .of December, 2003.

 

CT CORPORATION SYSTEM
By:  

/s/ Peter F. Souza

  Peter F. Souza
  Assistant Secretary
 EX-3.126 17 d805253dex3126.htm EX-3.126 EX-3.126

Exhibit 3.126

BY-LAWS

OF

ALL WOMEN’S HEALTHCARE OF WEST BROWARD, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directions.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less the 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all the powers conferred by the instrument upon all the person designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a long term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have a least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meeting of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extend provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specified otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

 

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The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meeting of the shareholders and Board of Directors, and all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders with a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with

 

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the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list off shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief, whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the person paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer, or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

 

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partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of ALL WOMEN’S HEALTHCARE OF WEST BROWARD, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of January 15, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Corporation Secretary

 

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EX-3.127 18 d805253dex3127.htm EX-3.127 EX-3.127

Exhibit 3.127

ARTICLES OF INCORPORATION

OF

ALL WOMEN’S HEALTHCARE SERVICES, INC.

ARTICLE I - NAME

The name of this corporation is ALL WOMEN’S HEALTHCARE SERVICES, INC. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPLE OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1200 South Pine Island Road, Plantation, Florida 33324; and the name of the initial registered agent of this Corporation at that address is CT Corporation System.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

Matt Penkhus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 30th day of December, 2003.

 

/s/ Jay A. Martus

Jay A. Martus, Esq., Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That ALL WOMEN’S HEALTHCARE SERVICES, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named CT CORPORATION SYSTEM as its agent to accept service of process within this state.

CT Corporation System

1200 South Pine Island Road

Plantation, Florida 33324

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, CT Corporation System hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 30th day of December, 2003.

 

CT CORPORATION SYSTEM
By:  

/s/ Peter F. Souza

  Peter F. Souza
  Assistant Secretary
 EX-3.128 19 d805253dex3128.htm EX-3.128 EX-3.128

Exhibit 3.128

BY-LAWS

OF

ALL WOMEN’S HEALTHCARE SERVICES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directions.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less the 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all the powers conferred by the instrument upon all the person designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a long term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article,

 

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or until their earlier resignation or death. The Chairman shall preside at all meeting of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specified otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meeting of the shareholders and Board of Directors, and all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the

 

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notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon

 

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the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and

 

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limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders with a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list off shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

 

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Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief, whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the person paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of

 

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this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative

 

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decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer, or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the

 

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request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of ALL WOMEN’S HEALTHCARE SERVICES, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of January 15, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.129 20 d805253dex3129.htm EX-3.129 EX-3.129

Exhibit 3.129

SECOND AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

ANESTHESIOLOGISTS OF GREATER ORLANDO, INC.

Pursuant to the provisions of Section 607.1007 of the Florida Business Corporation Act, the undersigned hereby adopts the following Second Amended and Restated Articles of Incorporation:

1. The name of the corporation is ANESTHESIOLOGISTS OF GREATER ORLAND, INC. (the “Corporation”). The date of filing the original Articles of Incorporation with the Secretary of State was October 29, 1998 and the Articles of Incorporation were amended and restated on August 22, 2002, further amended on February 2, 2009 and November 30, 2011.

2. The Second Amended and Restated Articles of Incorporation were unanimously adopted and approved by the Board of Directors and the Shareholders of the Corporation on December 5, 2011, in accordance with Sections 607.1003, 607.1006, and 607.1007 of the Florida Business Corporation Act.

The Articles of Incorporation are hereby amended and restated in their entirety as follows:

ARTICLE I - NAME

The name of this Corporation is ANESTHESIOLOGISTS OF GREATER ORLANDO, INC. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay Martus.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided In the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the Initial directors of this Corporation are:

 

Mitchell Eisenberg   Robert Coward
1613 North Harrison Parkway   1613 North Harrison Parkway
Suite 200   Suite 200
Sunrise, FL 33323   Sunrise, FL 33323
  Lewis Gold  
  1613 North Harrison Parkway  
  Suite 200  
  Sunrise, FL 33323  

ARTICLE VIII - INITIAL OFFICERS

The name and street address of the initial officers of the Corporation, who shall hold office as provided in the Corporation’s Bylaws and until their successors are duly elected, qualified and seated, are as follows:

Mitchell Eisenberg - Chief Executive Officer

1613 North Harrison Parkway, Suite 200, Sunrise, FL 33323

Robert Coward - President and Chief Operating Officer

1613 North Harrison Parkway, Suite 200, Sunrise, FL 33323

Jay Martus - Executive Vice President and Secretary

1613 North Harrison, Parkway, Suite 200, Sunrise, FL 33323

Mark Walter - Executive Vice President and Chief Financial Officer

1613 North Harrison Parkway, Suite 200, Sunrise, FL 33323

Gilbert Drozdow - Senior Vice President

1613 North Harrison Parkway, Suite 200, Sunrise, FL 33323

Jillian Marcus - Vice President

1613 North Harrison Parkway, Suite 200, Sunrise, FL 33323

ARTICLE IX - INDEMNIFICATION

Section 1 - Indemnification. (A) Except as provided in Section 1(C) below, the Corporation shall, and does indemnify, to the fullest extent permitted or authorized by law, each person who was or is a party, or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated, or to be initiated, by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of notice of such Proceeding from the indemnified person.

(C) Notwithstanding anything to the contrary contained in these Articles, the Corporation’s obligations under these indemnification provisions shall not apply to; (i) a medical malpractice claim or matter; (ii) acts or omissions in contravention of an indemnified person’s employment agreement or a director’s or officer’s written agreement with the Corporation including without limitation, failure to substantially abide by policies and procedures in the manner described in the indemnified person’s employment agreement or a director’s or officer’s written agreement with the Corporation; (iii) acts or omissions which are known, or should reasonably be known, to be unlawful by the indemnified person and which were not the result of the Corporation’s direction or within the scope of employment; (iv) acts or omissions which are outside the scope of an indemnified person’s scope of employment or responsibilities as a director or as an officer or employee and which were not the result of the Corporation’ s direction; and (v) any act of omission occurring on or before December 5, 2011.

Section 2 - Advance of Costs, Charges and Expenses. Except if the Corporation shall determine in its reasonable discretion that a matter or claim for which indemnification is being sought is not indemnifiable under the terms of the indemnification obligations described in this Article, costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted by law in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors of the Corporation (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced, unless it is ultimately determined that the person is not entitled to be

indemnified by the Corporation as authorized in this Article. Notwithstanding the immediately preceding sentence, in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person, the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors of the Corporation may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 - Procedure for Indemnification: Conduct or Defense and Counsel. Any indemnification or advance under this Article shall be made promptly and, in any event, within 60 days after delivery of the written request of the indemnified person. The right to indemnification or advances as granted by this Article shall be enforceable by the indemnified person in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request, The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in any action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current legislation or by current judicial or administrative decisions for indemnification. The Corporation shall have the continuing right to approve any counsel chosen to defend the indemnitee, which approval shall not be unreasonably withheld and any settlement of the matter being indemnified by the Corporation shall require the Corporation’s prior written approval, which shall not be unreasonably withheld. If the Corporation and the indemnitee are part of the same Proceeding, then to the extent that the applicable rules of professional responsibilities permit the Corporation and the Indemnitee to be represented by the same legal counsel, as the Corporation shall reasonably determine, then the Corporation shall choose counsel and direct the defense and settlement of any such Proceeding, provided that any settlement fully concludes the matter and forecloses any further liability for the indemnitee arising out of or relating to that Proceeding to the extent indemnification applies under this Article.

IN WITNESS WHEREOF, the undersigned Secretary of the Corporation has executed these Second Amended and Restated Articles of Incorporation this December 6, 2011 to be effective as of December 5, 2011.

 

/s/ Jay Martus

Jay Martus, Secretary

CERTIFICATE OF ACCEPTANCE BY

REGISTERED AGENT

Pursuant to the provisions of Section 607.0501 of the Florida Business Corporation Act, the undersigned submits the following statement in accepting the designation as registered agent and registered office of ANESTHESIOLOGISTS OF GREATER ORLANDO, INC., a Florida corporation (the “Corporation”), in the Corporation’s Second Amended and Restated Articles of Incorporation:

Having been named as registered agent and to accept service of process for the Corporation at the registered office designated in the Corporation’s Second Amended and Restated Articles of Incorporation, the undersigned accepts the appointment as registered agent and agrees to act in this capacity. The undersigned further agrees to comply with the provisions of all statutes relating to the proper and complete performance of its duties, and the undersigned is familiar with and accepts the obligations of its position as registered agent.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on December 6, 2011 to be effective as of December 5, 2011.

 

/s/ Jay Martus, Registered Agent

Jay Martus, Registered Agent
 EX-3.130 21 d805253dex3130.htm EX-3.130 EX-3.130

Exhibit 3.130

SECOND AMENDED AND RESTATED BY-LAWS

OF

ANESTHESIOLOGISTS OF GREATER ORLANDO, INC.

(Amended and Restated - Effective December 5, 2011)

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required by Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting bv Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action or any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is presented shall be the act of the Board of Directors.

Section 9 Executive and Other Committee. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting

 

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constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity

 

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until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4. Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officers, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS: FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all action taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

 

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(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the of Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its

 

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shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VII

INDEMNIFICATION

Section 1 Indemnification.

(A) Except as provided in Section 1(C) below, the Corporation shall, and does indemnify, to the fullest extent permitted or authorized by law, each person who was or is a party, or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, the Corporation shall indemnify a person entitled to indemnification under subsection (A) in connection with a Proceeding (or any part of a Proceeding) initiated, or to be initiated, by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of notice of such Proceeding from the indemnified person.

(C) Notwithstanding anything to the contrary contained in these Articles, the Corporation’s obligations under these indemnification provisions shall not apply to: (i) a medical malpractice claim or matter; (ii) acts or omissions in contravention of an indemnified person’s employment agreement or a director’s or officer’s written agreement with the Corporation including without limitation, failure to substantially abide by policies and procedures in the manner described in the indemnified person’s employment agreement or a director’s or officer’s written agreement with the Corporation; (iii) acts or omissions which are known, or should reasonably be known, to be unlawful by the indemnified person and which were not the result of the Corporation’s direction or within the scope of employment; (iv) acts or omissions which are outside the scope of an indemnified person’s scope of employment or responsibilities as a director or as an officer or employee and which were not the result of the Corporation’s direction; and (v) any act or omission occurring on or before December 5, 2011.

 

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Section 2 Advance of Costs, Charges and Expenses. Except if the Corporation shall determine in its reasonable discretion that a matter or claim for which indemnification is being sought is not indemnifiable under the terms of the indemnification obligations described in this Article, costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted by law in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors of the Corporation (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced, unless it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article. Notwithstanding the immediately preceding sentence, in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person, the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors of the Corporation may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure for Indemnification: Conduct or Defense and Counsel. Any indemnification or advance under this Article shall be made promptly and, in any event, within 60 days after delivery of the written request of the indemnified person. The right to indemnification or advances as granted by this Article shall be enforceable by the indemnified person in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection

 

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with successfully establishing his right to indemnification, in whole or in part, in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in any action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current legislation or by current judicial or administrative decisions for indemnification. The Corporation shall have the continuing right to approve any counsel chosen to defend the indemnitee, which approval shall not be unreasonably withheld and any settlement of the matter being indemnified by the Corporation shall require the Corporation’s prior written approval, which shall not be unreasonably withheld. If the Corporation and the indemnitee are part of the same Proceeding, then to the extent that the applicable rules of professional responsibilities permit the Corporation and the indemnitee to be represented by the same legal counsel, as the Corporation shall reasonably determine, then the Corporation shall choose counsel and direct the defense and settlement of any such Proceeding, provided that any settlement fully concludes the matter and forecloses any further liability for the indemnitee arising out of or relating to that Proceeding to the extent indemnification applies under this Article.

ARTICLE VIII

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE IX

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Second Amended and Restated Bylaws of ANESTHESIOLOGISTS OF GREATER ORLANDO, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent dated as of December 5, 2011.

 

/s/ Jay Martus, Sec.

Jay Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.131 22 d805253dex3131.htm EX-3.131 EX-3.131

Exhibit 3.131

RESTATED ARTICLES

OF

ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, P.A.

The corporation whose Articles of Incorporation are restated was originally incorporated pursuant to Chapter 621, Florida Statutes, under the name ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, P.A., and its original Articles of Incorporation were filed with the secretary of State on June 12, 1989 under Document No. K94427.

Pursuant to the provisions of Section 607.1007, the Restated Articles of Incorporation of ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, P.A. are as follows:

ARTICLE I – NAME

The name of the corporation is ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of the Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 10,000 shares of Common Stock, par value $1.00 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the Registered Office of the Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the Registered Agent of the Corporation at that address is Jay A. Martus.

ARTICLE VII – BOARD OF DIRECTORS

The Corporation shall have three (3) directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the directors of the Corporation are:

 

Mitchell Eisenberg      Lewis Gold
1613 North Harrison Parkway      1613 North Harrison Parkway
Suite 200      Suite 200
Sunrise, FL 33323      Sunrise, FL 33323
Robert Coward     
1613 North Harrison Parkway     
Suite 200     
Sunrise, FL 33323     

These Restated Articles of Incorporation were adopted by the sole Shareholder and sole Director of the Corporation as of October 18, 2006 to be effective upon filing with the Florida Secretary of State.

 

CORPORATION:
ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, P.A.
By:  

/s/ Gilbert Drozdow

  Gilbert Drozdow, President

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, INC. (the “Corporation”), desiring to restate its Articles under the laws of the State of Florida, has named Jay A. Martus as its Registered Agent to accept service of process within this State.

Anesthesiology Associates of Tallahassee, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGEMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 18th day of October, 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.132 23 d805253dex3132.htm EX-3.132 EX-3.132

Exhibit 3.132

BY-LAWS

OF

ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, P.A.

ARTICLE I

MEETING OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the professional association (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meeting of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered. Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized

action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignations, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executives and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolutions, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director

states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjournment meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in the capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distributions would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved

at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholder’s list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flow for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or

decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article is defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of any undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a

Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure for Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable stand of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for other indemnifications of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing bylaws of ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, P.A. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to corporate action dated as of July 25, 2005 and effective as of July 1, 2005.

 

/s/ Gilbert Drozdow

Gilbert Drozdow, Secretary

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.133 24 d805253dex3133.htm EX-3.133 EX-3.133

Exhibit 3.133

ARTICLES OF INCORPORATION

BETHESDA ANESTHESIA ASSOCIATES, INC.

ARTICLE I - NAME

The name of the corporation Is BETHESDA ANESTHESIA ASSOCIATES, INC., (the Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida Law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations for profit organized under the Florida Business Corporation Act.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 55 Douglas Drive, Ocean Ridge, Florida 33436.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 2731 Executive Park Drive, Suite 4, Weston, Florida 33331; and the name of the initial registered agent of this Corporation at that address is NRAI Services.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the initial director of this Corporation is:

James A. Cerullo, MD

55 Douglas Drive

Ocean Ridge, FL 33435

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

James A. Cerullo. MD

55 Douglas Drive

Ocean Ridge, FL 33435

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 24th day of April, 2008.

 

/s/ James A. Cerullo

James A. Cerullo, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That BETHESDA ANESTHESIA ASSOCIATES, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named NRAI Services as its agent to accept service of process within this State.

NRAI Services, Inc,

2731 Executive Park Drive, Suite 4

Weston, Florida 33331

ACKNOWLEDGMENT;

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, NRAI Services hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 28th day of April, 2008.

 

NRAI SERVICES, INC.
By:  

/s/ Peter F. Sousa

  Peter F. Souza
  Assistant Secretary
 EX-3.134 25 d805253dex3134.htm EX-3.134 EX-3.134

Exhibit 3.134

BY-LAWS

OF

BETHESDA ANESTHESIA ASSOCIATES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed In writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has ail of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have (authority to fix the compensation of directors. Unless specifically authorized by the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of

the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of Interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders, Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business, The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and “one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of the meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Director need not be given to a director who signs a waiver of notice either before or after the meeting attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, Participation by these means constitutes presence in person at a meeting.    

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve In that capacity until his successor Is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

The vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A vice President shall have the powers and shall exercise the duties of the president when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a’ later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Any certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or Interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5. Lost, Stolen, or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and at the discretion of the Board of directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLES V

DISTRIBUTIONS

The Board of Directors may, from to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the. Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS: FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of ail meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders In alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall Keep a copy of: Its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of Its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholder’s Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that : (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and any other books and records of the Corporation.

This Section 2 does not affect the rights of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare Its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mall him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance In writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the Indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or Is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization before the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs. Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized In this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the’ Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the

right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert In action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that Indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.    

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors of recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other Indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his. status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction shall nevertheless indemnify each director, officer and employee of the corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions Article that have not been invalidated or adjudicated unenforceable, and as permitted Jay applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of BETHESDA ANESTHESIA ASSOCIATES, INC. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of April 29, 2008.

 

/s/ James Cerullo

James Cerullo, Secretary

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.135 26 d805253dex3135.htm EX-3.135 EX-3.135

Exhibit 3.135

ARTICLES OF INCORPORATION

OF

BOCA ANESTHESIA SERVICE, INC.

The undersigned subscriber to these Articles of Incorporation, desiring to form a business corporation under the Florida General Corporation Act, as amended, hereby certifies as follows:

ARTICLE I - NAME

The name of the corporation is:

BOCA ANESTHESIA SERVICE, INC.

ARTICLE II - PURPOSE OF THE CORPORATION

This corporation is organized and its purposes are to engage in any lawful business for which corporations may be incorporated under the Florida General Corporation Act, as amended.

ARTICLE III - CAPITAL STOCK

This corporation shall have the authority to issue seven thousand five hundred (7,500) shares of common stock with a par value of One Dollar ($1.00) per share.

ARTICLE IV - REGISTERED OFFICE AND REGISTERED AGENT

The street address of the initial registered office of the corporation, and the name of the registered agent of the corporation at said office, is:

Donn Beloff

Suite 415

150 E. Palmetto Park Road

Boca Raton, Florida 33432

ARTICLE V - DIRECTORS

The corporation shall have seven (7) directors initially, whose names and addresses are:

 

  William R. Welhaf, M.D.   )    802 S. Military Trail      
       Deerfield Beach, FL      
  Israel Bruk, M.D.   )            802 S. Military Trail      
       Deerfield Beach, FL      
  Richard W. Liberman, M.D.   )    802 S. Military Trail      
       Deerfield Beach, FL      
  Lawrence R. Libsch, M.D.   )    802 S. Military Trail      
       Deerfield Beach, FL      
  Benzion Rogoff, M.D.   )    802 S. Military Trail      
       Deerfield Beach, FL      
  Ian Radford, M.D.   )    802 S. Military Trail      
       Deerfield Beach, FL      
  Pedro M. Diaz, M.D.   )    P.O. Box 2544      
       Boca Raton, FL      

ARTICLE VI - INCORPORATOR

The name and address of the incorporator is:

Donn Beloff, Esq.

150 E. Palmetto Park Road

Suite 415

Boca Raton, FL 33432

IN WITNESS WHEREOF, the incorporator and registered agent hereinabove named has hereunto set his hand and seal this 22nd day of June, 1989.

 

/s/ Donn Beloff

Donn Beloff
Incorporator & Registered Agent

STATE OF FLORIDA    )   
   :    SS:
COUNTY OF PALM BEACH    )   

I HEREBY CERTIFY that on this day, before me, a Notary Public duly authorized in the State and County above named to take acknowledgments, personally appeared DONN BELOFF, to me known to be the person described in and who executed the foregoing Articles of Incorporation and who acknowledged before me that he subscribed to these Articles of Incorporation as Incorporator and Registered Agent.

WITNESS my hand and official seal at Boca Raton, Florida, this 22nd day of June, 1989.

 

/s/ Theresa Impellizine

Notary Public
 EX-3.136 27 d805253dex3136.htm EX-3.136 EX-3.136

Exhibit 3.136

RESTATED BY-LAWS

OF

BOCA ANESTHESIA SERVICE, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

2

upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least three (3) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the power and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody or and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal business, any of the corporate records described in Section 1(C) of this Article if the shareholders gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in

 

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good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connection with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as to any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, the report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to

 

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indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the

 

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obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the directors, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and it shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of

 

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it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as its deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the

 

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request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify his against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of BOCA ANESTHESIA SERVICE, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to action dated as of November 21, 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.137 28 d805253dex3137.htm EX-3.137 EX-3.137

Exhibit 3.137

ARTICLES OF INCORPORATION

OF

DISCOVERY CLINICAL RESEARCH, INC.

ARTICLE I – NAME

The name of this corporation is DISCOVERY CLINICAL RESEARCH, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under the Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1200 South Pine Island Road, Plantation, Florida 33324; and the name of the initial registered agent of this Corporation at that address is CT Corporation System.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

Mark Penkhus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jillian E. Marcus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 23rd day of April, 2004.

 

/s/ Jillian E. Marcus

Jillian E. Marcus, Esq., Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That DISCOVERY CLINICAL RESEARCH, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named CT CORPORATION SYSTEM as its agent to accept service of process within this state.

CT Corporation System

1200 South Pine Island Road

Plantation, Florida 33324

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, CT Corporation System hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 26th day of April, 2004.

 

CT CORPORATION SYSTEM
By:  

/s/ Barbara A. Burke

  Barbara A. Burke
  Special Assistant Secretary
 EX-3.138 29 d805253dex3138.htm EX-3.138 EX-3.138

Exhibit 3.138

BY-LAWS

OF

DISCOVERY CLINICAL RESEARCH, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage of not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or another officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from the office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transaction at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect, the Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in

 

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good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to

 

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indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if its ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of the Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the

 

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obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of

 

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it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendations of counsel or otherwise, both as to action in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the

 

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request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of DISCOVERY CLINICAL RESEARCH, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of April 26, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.139 30 d805253dex3139.htm EX-3.139 EX-3.139

Exhibit 3.139

CERTIFICATE OF INCORPORATION

OF

ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A.

We, the undersigned, hereby associate ourselves together for the purpose of becoming a professional service corporation under the laws of the State of Florida, by and under the provisions of Chapter 621, Florida Statutes, as amending Chapter 608, Florida Statutes, providing for the formation, liability, rights, privileges and immunities of a corporation for profit.

ARTICLE I – NAME

The name of this corporation shall be:

ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A.

ARTILCLE II – NATURE OF BUSINESS

The objects and purposes to be transacted and carried on by the corporation and the professional services to be rendered in connection therewith are as follows:

 

  (1) To render professional medical services in the field of anesthesiology and all allied and related specialties and sub-specialties thereunder.

 

  (2) To render the professional service involved only through its officers, agents and employees who are doctors of medicine in good standing and duly licensed or otherwise legally authorized within the State of Florida to render the same professional service as this corporation.

 

  (3) To purchase, hold, sell and reissue the shares of its own capital stock.

 

  (4) To invest its funds in real estate, mortgages, stocks, bonds, and any other type of investments.

 

  (5) To acquire, hold, buy, own, lease, mortgage, convey, sell, exchange real and personal property necessary for the rendering of the professional services hereby authorized.

 

  (6) To have and to exercise all the powers conferred by the laws of Florida upon corporations formed under and pursuant to the Professional Service Corporation Act.

ARTICLE III – CAPITAL STOCK

The capital stock of this corporation shall consist of Five Thousand (5,000) shares of common stock with a par value of One ($1.00) Dollar per share.

The whole of any part of the capital stock of this corporation shall be payable in lawful money of the United States of America or property, labor or services at a valuation fixed by the directors.

ARTICLE IV – INITIAL CAPITAL

The amount of capital with which this corporation shall begin business is not less than Five Hundred ($500.00) Dollars.

ARTICLE V – TERM OF EXISTENCE

This corporation is to have perpetual existence.

ARTICLE VI – STREET ADDRESS

The initial street address of the principal office of this corporation in the State of Florida is 11450 S. W. 80th Road, Miami, Florida.

The Board of Directors may from time to time move the principal office to any other address in the State of Florida.

ARTICLE VII – NUMBER OF DIRECTORS

This corporation shall be managed by a Board of Directors, all of whom must be duly licensed or otherwise legally authorized within the State of Florida to render the same professional services as the corporation. The corporation shall have not less than three (3) nor more than fifteen (15) directors and shall have three (3) directors initially.

ARTICLE VIII – INITIAL DIRECTORS AND OFFICERS

The names and street addresses of the members of the first Board of Directors, the President, Vice President, Secretary and Treasurer of the corporation are:

 

Name

   

Office

   

Address

Andrew R. Piergeorge    President-Director    105 Morningside Drive,
      Coral Gables, Florida
Francis L. Cosarano    Vice-President-Director    11450 S.W. 80th Rd
      Miami, Florida
Eric W. Davidson    Secretary – Director    13001 S.W. 63rd Avenue
      Miami, Florida
Charles T. Ellis    Tresurer    10201 W.W. 60th Place
      Miami, Florida

ARTICLE IX – SUBSCRIBERS

The names and street addresses of the subscribers to this Certificate of Incorporation and the number of shares each agrees to take are as follows:

 

Name

   

Address

   

No. of Shares

Andrew R. Piergeorge    105 Morningside Dr. Coral Gables, Florida    250
Francis L. Cesarano    11450 S.W. 80th Road, Miami, Florida    250
Eric W. Davidson    12001 S.W. 63rd Avenue, Miami, Florida    250
Charles T. Ellis    10201 S.W. 60th Place, Miami, Florida    250

ARTICLE X – SPECIAL PROVISIONS

In furtherance and not in limitation of the powers conferred b statute, the following specific provisions are made for the regulation of the business and the conduct of affairs of this corporation:

 

  (1) The shareholders shall have no preemptive rights with respect to the stock of this corporation.

 

  (2) No person shall own, hold or control stock in this corporation unless such individual is duly licensed or otherwise legally authorized within the State of Florida to render the same professional services as this corporation.

 

  (3) No shareholder of this corporation shall enter into a voting trust agreement or any other type agreement vesting another person with the authority to exercise the voting power of any or all of his stock.

 

  (4) If any officer, shareholder, agent or employee of this corporation who has been rendering professional services to the public, becomes:

 

  (a) Legally disqualified within the State of Florida to render the same professional services as this corporation or

 

  (b) Is elected to public office;

 

  (c) Accepts employment that, pursuant to existing law, is a restriction or limitation upon his rendering the same professional services as this corporation within the State of Florida;

Then in any such events, he shall sever all employment with and financial interest in this corporation immediately, except to receive payment for such shares of stock in this corporation as are owned by him in accordance with the By-Laws of this corporation, and any other amounts due him by him corporation. The shares of stock in this corporation owned by such shareholder shall then and thereafter have no voting rights of any kind, shall not be titled to any dividends or stock rights of any kind which may be declared thereafter by this corporation and said stock of such stockholder shall be forthwith transferred, sold, or redeemed at such price or value and only in such manner as shall be authorized as set forth in the By-laws adopted by the stockholders of this corporation.

  (5) No stockholder of this corporation and no personal representative of a deceased or incompetent shareholder may sell or transfer any of such stockholder’s shares of stock in this corporation except to another individual who is duly licensed or otherwise legally authorized within this state to render the same professional services as this corporation, and then such sale or transfer may be made only after the same shall have been approved by a majority vote of all of the shareholders in a meeting called specifically for the purpose of obtaining such approval. At such shareholders’ meeting the shares of stock held by the shareholder proposing to sell or transfer his shares may not be voted or counted for any purpose. In the event approval for such sale or transfer is not granted to the shareholder or his personal representative, whichever the case may be, such shareholder or such personal representative may elect to liquidate his interest in this corporation in the same manner as provided in the By-laws of this corporation for the ;liquidation of a retiring shareholder’s interest.

 

  (6) The shareholders by agreement among themselves or among themselves and the corporation may restrict or limit their right to transfer, assign, pledge, or otherwise encumber stock of this corporation, and such agreement, when made, shall be given full force and effect. In addition thereto the Board of Directors are specifically authorized to adopt by-laws restraining the alienation of shares of this corporation and providing for the purchase or redemption of the shares by this corporation or the purchase of such shares by the remaining shareholders of this corporation. Provided, however, such provisions dealing with the purchase or redemption b this corporation of its shares may not be invoked at a time or in a manner that would impair the capital of this corporation.

 

  (7) The Board of Directors from time to time shall determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the corporation or any of them, shall be open, to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or document of the corporation, except as conferred by a statute or authorized by the Board of Directors, or by resolution of the stockholders.

 

  (8) The Directors may prescribe a method or methods for replacement of lost certificates, and prescribe reasonable conditions by way of security upon the issue of new certificates therefor.

 

  (9)

The corporation shall indemnify any and all of its Directors or officers or former Directors or officers, or any person who may have served at its request as a Director, or officer of another corporation in which it owns shares of capital stock, or of which is a creditor against the expenses actually and necessarily incurred by them, in connection with the defense of any action, suit, or proceedings, in which they or any of them are made parties, or a party by reason of being or having been Directors or officers, or a Director or officer of the corporation, or of such other corporation, except in relation to matters as to which any such Director or officer, or former Director or officer or person, shall be adjudged in such action, suit or proceedings, to be liable

  for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified any be entitled under the By-laws, agreement, vote of stockholders, or otherwise. The right of indemnification herein stated shall, under no circumstances, extend to or include indemnification for the liabilities arising under the Securities Act of 1933, as amended.

 

  (10) 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 service to the corporation as directors, officers or otherwise.

 

  (11) No contact or other transaction between this corporation and any other firm, association or corporation in the absence of fraud, shall be affected or invalidated by the fact that any one or more of the directors of this corporation is or are interested ink, or is a member, director or officer, or are members, directors or officers of such other firm, association or corporation, and any director or director, individually or jointly, may be a party or parties to, or may be interested in any such contract or transaction of this corporation or in which this corporation is interested, and no contract, account, act or transaction of this corporation with any person, persons, firm, association or corporation shall be affected or invalidated by the fact that any director or directors of this corporation is or are interested in such contract, account, act or transaction, or in any way connected with such person, persons, firm, association, or corporation, and each and every person who may become a director of this corporation is hereby relieved from any liability that might otherwise exist from contracting with the corporation with the corporation for the benefit of himself or any firm, association, or corporation in which he may in any way be interested in anywise. The directors, when so interested, shall be accounted as present at the Board of Directors’ meetings, and may vote in such meetings as fully and with the same effect as if not so interested.

IN WITNESS WHEREOF, the undersigned have made and subscribed this Certificate of Incorporation at Dade County, Florida for the uses and purposes aforesaid this 13th day of February, 1968.

 

/s/ Andrew R. Piergeorge

/s/ Francis L. Cesarano

/s/ Charles T. Ellis

/s/ Eric W. Davidson

   STATE OF FLORIDA    )
      )     SS.
   COUNTY OF DADE    )

BEFORE ME, the undersigned authority, personally appeared ANDREW R. PIERGEORGE, MD., FRANCIS L. CESARANO, M.D., ERIC W. DAVIDSON, M.D. and CHARLES T. ELLIS, M.D., each of whom is to be well known to be the person described in and who subscribed the above and foregoing Certificate of Incorporation; and each of them free and voluntarily acknowledged before me according to law that he made and subscribed the same of the uses and purposes therein mentioned and set forth.

IN WITNESS WHEREOF, I have hereunto set my hand and seal at Miami, said County and State, this 13th day of February, 1968.

 

/s/

Notary Public, State of Florida at Large

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A., A Florida professional service corporation, under its corporate seal and the hands of its President, ANDREW R. PIERGEORGE, M.D. and its Secretary, MANUEL ROSS, M.D., hereby certifies that:

The Board of Directors and the shareholders of said corporation, at a special joint meeting held on June 11, 1970 at 13001 W.W. 63rd Avenue, Miami, Florida, at 7:30 p.m. unanimously adopted the following resolution:

“RESOLVED, that the board of Directors and Shareholders of ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A., does hereby declare it advisable that Article I of the Certificate of Incorporation of said corporation be amended so as to read as follows:

ARTICLE I – NAME

The name of this corporation shall be:

DRS. ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A.

FURTHUR RESOLVED, that the President and Secretary of the corporation be, and the same are hereby authorized and directed to make, under the seal of the corporation, a certificate setting forth such amendment and certifying that such amendment has been duly adopted in accordance with the provisions of 608.18, F.S., and to file such certificate in the Office of the Secretary of the State of Florida, and to do any and all other acts necessary or incident thereto.”

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed in its name by its President and its corporate seal to be hereunto affixed and attested by its Secretary this 5th day of February, 1971.

 

ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A.
By  

/s/ Andrew R. Piergeorge

    Andrew R. Piergeorge, President

(Corporate Seal)

 

Attest  

/s/ Manuel A. Ross

    Manuel Ross, Secretary

   STATE OF FLORIDA    )
      )     SS
   COUNTY OF DADE    )

ON THIS DAY personally appeared before me, an officer duly authorized by the laws of the State of Florida to take acknowledgements, ANDREW R. PIERGEORGE, MD., President of ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A., a Florida professional service corporation, and acknowledged that he executed the above and foregoing Certificate of Amendment as such officer for and on behalf of said corporation, after having been duly authorized so to do.

WITNESS my hand and official seal at Miami, Dade County, Florida, this 5th day of February, 1971.

 

/s/

Notary Public

AMENDMENT TO

ARTICLES OF INCORPORATION OF

ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A.

We, the undersigned, being the President and Secretary of ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A., a corporation organized and existing under the laws of the State of Florida, do certify as follows:

FIRST: The Board of Directors of ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A., at a meeting duly called and held, approved, by resolution duly adopted, the proposed amendment, subject to the affirmative vote of the stockholders entitled to vote on amendments to the certificate of incorporation.

SECOND: The stockholders entitled to vote on amendments to the certificate of incorporation of said corporation, at a meeting duly called and held, and on a vote of at least a majority and on not less than the proportion of votes required by the certificate of incorporation, approved the action of the Board of Directors by adopting and authorizing the following amendment on the 27th day of January, 1978:

To change the Articles of Incorporation by deleting Article I and adding the following Article I to read as follows:

“ARTICLE I

“The name of this corporation shall be

DRS. ELLIS, ROJAS, ROSS & DEBS, P.A.”

THIRD: The aforesaid amendment to the certificate of incorporation of the corporation shall be effective as of the date of filing of this certificate of amendment with the office of the Secretary of State of the State of Florida.

IN WITNESS WHEREOF the undersigned have executed this certificate as President and Secretary of the corporation and caused the seal of the corporation to be affixed hereto.

 

ELLIS, CESARANO, PIERGEORGE & DAVIDSON, P.A.
By  

/s/ Edmond A. Debs, M.D.

       Edmond A. Debs, President

ATTEST:

 

/s/ Charles T. Ellis

Charles T. Ellis, Secretary

STATE OF FLORIDA    )
   )     SS
COUNTY OF DADE    )

BE IT REMEMBERED that on this 2 day of February, 1978, before me, a notary public in and for the County and State aforesaid, personally appeared EDMOND A. DEBS, President of ELLIS, CESARANO, PIERGEORGE AND DAVIDSON, P.A., a Florida corporation, the corporation described in the foregoing certificate of amendment, to me known to be such, as he acknowledged the said certificate to be his act and deed and made on behalf of said corporation; that the signature of the said President and the signature of the Secretary of said corporation to the said foregoing certificate are in the handwriting of the said President and of the Secretary of said corporation, respectively; and that the seal affixed to said certificate is the common or corporate seal of said corporation, and that his act of seeing, executing, acknowledging and delivering the said certificate was duly authorized by the stockholders of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year last aforesaid.

 

/s/

Notary Public, State of Florida at Large

ARTICLES OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

OF

DRS. ELLIS, ROJAS, ROSS & DEBS, P.A.

 

I. The name of the corporation is DRS. ELLIS, ROJAS, ROSS & DEBS, P.A.

 

II. The Articles of Incorporation are hereby amended as follows:

 

  (A) The first paragraph (i.e. the preamble) of the Articles of Incorporation is deleted in its entirety.

 

  (B) Article I of the Articles of Incorporation is deleted in its entirety and replaced with the following:

ARTICLE I – NAME

The name of the corporation shall be DRS, ELLIS, ROJAS, ROSS & DEBS, INC.

 

  (C) Article II of the Articles of Incorporation is deleted in its entirety and replaced with the following:

ARTICLE II – PURPOSE

The corporation may engage in any activity or business permitted under the laws of the United States and the State of Florida.

 

  (D) Article X of the Articles of Incorporation is deleted in its entirety.

 

III. The foregoing Articles of Amendment of the Articles of Incorporation were adopted upon unanimous written consent of the Board of Directors on 17th day of September, 1999.

 

IV. The foregoing Articles of Amendment to the Articles of Incorporation were adopted upon unanimous written consent of the Shareholders on 17th day of September, 1999, and such votes cast for these Articles of Amendment by the Shareholders were sufficient for approval.

 

V. These Articles of Amendment shall become effective as of the date of filing.

 

     These Articles of Amendment have been executed on behalf of this corporation by its President this 21st day of September, 1999.

 

By  

/s/ Martin A. Moliver

  Martin A. Moliver, M.D., President
 EX-3.140 31 d805253dex3140.htm EX-3.140 EX-3.140

Exhibit 3.140

BY-LAWS

OF

DRS, ELLIS, ROJAS, ROSS & DEBS, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designed by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least 10 percent of the Corporation’s stock having the right and entitled to vote at the meeting unless a greater percentage not to exceed 50 percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date nor less than 10 or more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within The purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholder’s meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining a shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each mater submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholder’s meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the

Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is preset, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by a least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 0 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ right, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be residents of Florida or shareholders of the Corporation.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have three (3) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal

from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have an may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of to the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any tow directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person my hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The Chairman of the Board shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directors by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors of the President.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If any officer is absent or unable to act, the Board of Directors may delegate his power for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless he notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The President and the Treasurer will be the signatories on the Corporation’s checking account(s). All checks will require one signature of the President or the Treasurer.

The Corporation shall only have accounts with financial instructions as determined by the Board of Directors. The Board of Directors may designate additional signatories on the Corporation’s checking account(s).

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share if fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the law of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are cancelled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distribution to its shareholders in cash, property, or its own shares, unless the distribution would cause (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose right are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDER’

INSPECTION RIGHT: FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders, or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and address of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: (i) it’s articles or restated Articles of Incorporation and all amendments to them currently in effect; (ii) these Bylaws or restate Bylaws and all amendments currently in effect; (iii) resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (iv) the minutes of all shareholders’ meetings and records of all action taken by shareholders without a meeting for the past three years; (v) written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; (vi) a list of names and business street addresses of its current directors and officers; and, (vii) its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Right. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following record of the Corporation if the shareholder gives he Corporation written notice of this demand at least five business days before the date on which he wished to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board of behalf of the Corporation, (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This section 2 down not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the closes of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnified or advances expensed to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholder wit or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to

provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article included all judgments, settlements, penalties and fines) and costs, charges, and expensed (including attorney’s fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Cost, Charges and Expenses. Costs, charges and expenses (including attorney’s fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs charges and expensed than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by the Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. The shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or

decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity whole still an officer, director or employee, and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrator of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Burliness Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida Business Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporation seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of DRS. ELLIS, ROJAS, ROSS & DEBS, INC. are the Bylaws duly adopted by the directors of the Corporation pursuant to a written consent to corporate action effective as of September 23, 1999.

 

/s/ Jay A. Martus, Sec.

Jay A. Martus, Corporate Secretary

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.141 32 d805253dex3141.htm EX-3.141 EX-3.141

Exhibit 3.141

ARTICLES OF INCORPORATION

FLAMINGO ANESTHESIA ASSOCIATES, INC.

ARTICLE 1 - NAME

The name of the corporation is FLAMINGO ANESTHESIA ASSOCIATES, INC. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida Law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose transacting any or all lawful business for profit organized under the Florida Business Corporation Act.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 3864 Bimini Avenue, Cooper City, FL 33026

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to Issue is 1,000 shares of Common Stock, par value $.01per share.

ARTICLE VI - REGISTERED AGENT AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 2731Executive Park Drive, Suite 4, Weston, Florida 33331; and the name of the Initial registered agent of this Corporation at that address is NRAI Services.

ARTICLE VII - INTIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporations Bylaws, but shall never be less than one (1). The name and address of the initial director is:

Howard Leibowitz, MD

3864 Bimini Avenue

Cooper City, FL 33026

ARTICLE VIII - INCORPORATOR

The name and address or the person signing these Articles of Incorporation Is: Howard Leibowitz, MD, 3864 Bimini Avenue, Cooper City, FL 33026.

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 8th day of June, 2008.

 

/s/ Howard Leibowitz

Howard Leibowitz, Incorporator

H08000150781

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That FLAMINGO ANESTHESIA ASSOCIATES, INC. (the “Corporation), desiring to organize under the laws of the State of Florida, has named NRAI Services as its agent to accept service of process within this state.

NRAI Services, Inc.

2731 Executive Park Drive, Suite 4

Weston, Florida 33331

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, NRAI Services hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 11th day of June, 2008.

 

NRAI Services, Inc.
By:  

/s/ Peter F. Souza

  Peter F. Souza
  Assistant Secretary
 EX-3.142 33 d805253dex3142.htm EX-3.142 EX-3.142

Exhibit 3.142

BY-LAWS

OF

FLAMINGO ANESTHESIA ASSOCIATES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor 1 more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject

matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the Instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business after he meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the Initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting Is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Director not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waive fall objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting If a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected

as an officer shall serve In that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are form time to time assigned to him by the President or the Board of Directions. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial Institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Any certificate Issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder In fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or Interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney in fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transactions recorded on the books of the Corporation.

Section 5 Lost Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause; (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or In another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described In Section I(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and (iv) books and records of the Corporation.

This Section 2 does not affect the a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for Inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an Income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the Indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying s statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or issues or authorizes the issuance of shares for promises to render service in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to Indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section I(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking

reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to this Article shall not be obligated to repay to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this is Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (Including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that Indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested

directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described In Section 1 of this Article who serves or served in that capacity at any time while this Article is In effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to Indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for Indemnification of employees or agents of the Corporation and for any other Indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and Incurred by him in that capacity or arising out of his status In that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction by the corporation shall nevertheless indemnify each director, officer and employee of the corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of FLAMINGO ANESTHESIA ASSOCIATES, INC. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of June 12, 2008.

 

/s/ Howard Leibowitz

Howard Leibowitz, Secretary

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.143 34 d805253dex3143.htm EX-3.143 EX-3.143

Exhibit 3.143

ARTICLES OF INCORPORATION

OF

FM HEALTHCARE SERVICES, INC.

ARTICLE I – NAME

The name of this corporation is FM Healthcare Services, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 2731 Executive Park Drive, Suite 4, Weston, Florida 33331.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 2731 Executive park Drive, Suite 4, Weston, Florida 33331; and the name of the initial registered agent of this Corporation at that address is NRAI Services, Inc.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but

shall never be less than one (1). The name and address of the initial director of this Corporation is:

Mark Walter

c/o NRAI Services, Inc.

2731 Executive Park Drive, Suite 4

Weston, FL 33331

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Mark Walter

c/o NRAI Services, Inc.

2731 Executive Park Drive, Suite 4

Weston, FL 33331

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 16th day of September, 2010.

 

/s/ Mark Walter

Mark Walter, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That FM Healthcare Services, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named NRAI Services, Inc. as its agent to accept service of process within the state.

NRAI Services, Inc.

2731 Executive Park Drive, Suite 4

Weston, Florida 33331

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, NRAI Services, Inc. hereby agrees to act in this capacity, and further agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.505, Florida Statutes.

Dated this 16th day of September, 2010.

 

NRAI SERVICES, INC.
By:  

/s/ Tony Smith

Name:  

Tony Smith

Title:  

Asst. Sec.

 EX-3.144 35 d805253dex3144.htm EX-3.144 EX-3.144

Exhibit 3.144

BY-LAWS

OF

FM HEALTHCARE SERVICES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date of the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or of only one is present, that one has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of any action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objected at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the

 

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affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors of the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice at the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President of the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

 

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The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder or record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder or record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating

 

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one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

 

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This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his

 

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reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization before the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article) the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure for Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer, or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterest directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,

 

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joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of FM Healthcare Services, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 17, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.145 36 d805253dex3145.htm EX-3.145 EX-3.145

Exhibit 3.145

ARTICLES OF INCORPORATION

OF

FO INVESTMENTS, INC.

ARTICLE I - NAME

The name of this corporation is FO Investments, Inc. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 2731 Executive Park Drive, Suite 4, Weston, Florida 33331.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 2731 Executive Park Drive, Suite 4, Weston, Florida 33331; and the name of the initial registered agent of this Corporation at that address is NRAI Services, Inc.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the initial directors of this Corporation is:

Mark Walter

c/o NRAI Services, Inc.

2731 Executive Park Drive, Suite 4

Weston, FL 33331

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Mark Walter

c/o NRAI Services, Inc.

2731 Executive Park Drive, Suite 4

Weston, FL 33331

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 16th day of September, 2010.

 

/s/ Mark Walter

Mark Walter, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That FO Investments, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named NRAI Services, Inc. as its agent to accept service of process within this state.

NRAI Services, Inc.

2731 Executive Park Drive, Suite 4

Weston, Florida 33331

ACKNOWLEDGMENT:

Having been names to accept service of process for the Corporation, at the place designated in this Certificate, NRAI Services, Inc. hereby agreed to act in this capacity, and further agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 16th day of September, 2010.

 

NRAI SERVICES, INC.
By:  

/s/ Richard M. Smith

Name:  

Richard M. Smith

Title:  

Asst. Sec.

 EX-3.146 37 d805253dex3146.htm EX-3.146 EX-3.146

Exhibit 3.146

BY-LAWS

OF

FO INVESTMENTS, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

 

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Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

 

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Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it had been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in persons at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

 

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The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

 

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Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

 

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ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date

 

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on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the

 

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statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to

 

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provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding)

 

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initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard

 

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of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

 

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Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of FO Investments, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 17, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.147 38 d805253dex3147.htm EX-3.147 EX-3.147

Exhibit 3.147

ARTICLES OF INCORPORATION

OF

FO INVESTMENTS II, INC.

ARTICLE I – NAME

The name of this corporation is FO INVESTMENTS II, INC. (the “Corporation).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 515 East Park Avenue, Tallahassee, FL 32301.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 515 East Park Avenue, Tallahassee, FL 32301; and the name of the initial registered agent of this Corporation at that address is NRAI Services, Inc.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the initial director of this corporation is:

Mark Walter

c/o NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

ARTICLE VIII – INCORORATOR

The name and address of the person signing these Articles of Incorporation is:

Mark Walter

c/o NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 22nd day of June, 2011.

 

/s/ Mark Walter

Mark Walter, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That FO INVESTMENTS II, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named NRAI Services, Inc. as its agent to accept service of process within this state.

NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

ACKNOWLEDGMENT:

Having been named to accept services of process for the Corporation, at the place designed in this Certificate, NRAI Services, Inc. hereby agrees to act in this capacity, and further agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 22nd day of June, 2011.

 

NRAI SERVICES, INC.
By:  

/s/ Peter F. Souza

Name:   Peter F. Souza
Title:   Assistant Secretary
 EX-3.148 39 d805253dex3148.htm EX-3.148 EX-3.148

Exhibit 3.148

BY-LAWS OF

FO INVESTMENTS II, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for

determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chainman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specified otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. lf the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; F1NANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

 

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(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section l(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation

 

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if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement

 

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of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting

ARTICLE VIII

INDEMNlFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section l(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after

 

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receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of

 

16

it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the right to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article or claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

17

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Bylaws of FO JNVESTMENTS II, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of June 24, 2011.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

19

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.149 40 d805253dex3149.htm EX-3.149 EX-3.149

Exhibit 3.149

CERTIFICATE OF INCORPORATION

OF

FMO HEALTHCARE HOLDINGS, INC.

FIRST: The name of the Corporation is FMO HEALTHCARE HOLDINGS, INC. (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is located at 1007 Orange Avenue, Suite 1410, Wilmington, County of New Castle, Delaware 19801. The registered agent of the Corporation at that address is Delaware Incorporators & Registration Service, LLC.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the Corporation’s activities shall be confined to the management and maintenance of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner as to qualify for exemption from income taxation under, Section 1902(b) (8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law.

FOURTH: The Corporation shall have authority to issue One Thousand (1,000) shares of common stock, having a par value of $.01 (One Cent) per share.

FIFTH: The Corporation shall indemnify its Directors, Officers, employees and agents to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision of Delaware law.

SIXTH: No Director of the Corporation shall be personally liable to the Corporation or its Stockholders except for (i) any breach of the Director’s duty of loyalty to the

Corporation or its Stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful dividend payments or stock purchases or redemptions under Section 174 of the Delaware General Corporation Law (or any successor provision of Delaware law), or (iv) any transaction from which the director derived an improper personal benefit; and the Directors of the Corporation shall be entitled, to the full extent permitted by Delaware law, as amended from time to time, to the benefits of provisions limiting the personal liability of Directors.

SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, the number of members of which shall be set forth in the By-Laws of the Corporation. The Directors need not be elected by ballot unless required by the By-Laws of the Corporation.

EIGHTH: Meetings of the Stockholders will be held within the State of Delaware. The books of the Corporation will be kept (subject to the provisions contained in the General Corporation Law) in the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

NINTH: In the furtherance and not in limitation of the objects, purposes and powers prescribed herein and conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, amend and repeal the By-Laws.

TENTH: The Corporation reserves the right to amend or repeal any provision contained in the Certificate of Incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

ELEVENTH: The Corporation shall have no power and may not be authorized by its Stockholders or Directors (i) to perform or omit to do any act that would cause the Corporation

to lose its status as a corporation exempt from the Delaware Corporation income tax under Section 1902 (b) (8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law or (ii) to conduct any activities outside of Delaware which could result in the Corporation being subject to tax outside of Delaware.

TWELFTH: The name and mailing address of the Incorporator is Joan L. Yori, 1007 Orange Avenue, Suite 1410, Wilmington, Delaware 19801.

THIRTEENTH: The powers of the Incorporator shall terminate upon election of Directors.

I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 16th day of September, 2010.

 

/s/ Joan L. Yori

Joan L. Yori, Incorporator

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

FMO HEALTHCARE HOLDINGS, INC.

FMO HEALTHCARE HOLDINGS.INC., a corporation organized and existing under and by virtue of the General Corporate Law of the State of Delaware (the “Corporation”), does hereby certify that:

1. Article Third of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

“THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.”

2. Article Eleventh of the Certificate of Incorporation of the Corporation is hereby amended to read its entirety as follows:

“ELEVENTH:                      [Reserved].”

3. The foregoing amendments to the Certificate of Incorporation of the Corporation have been duly adopted by the Board of Directors of the Corporation, acting in accordance with the provisions of Section 141 and 242 of the Delaware General Corporation Law, as amended (“DGCL”), and written consent of the sole shareholder of the Corporation has been duly given to this amendment in accordance with the provisions of Sections 228 and 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed on its behalf this 28th day of June, 2012.

 

/s/ Gilbert Drozdow

Name: Gilbert Drozdow
Title: President
 EX-3.150 41 d805253dex3150.htm EX-3.150 EX-3.150

Exhibit 3.150

BY-LAWS

of

FMO HEALTHCARE HOLDINGS, INC

ARTICLE I

Stockholders

Section 1. Annual Meeting. The Annual Meeting of Stockholders shall be held each year at the place, date and time determined by the Board of Directors. The purposes for which the annual meeting is to be held, in addition to those prescribed by law; by the Certificate of Incorporation or by these By-laws, may be specified by the Board of Directors or the President. If no annual meeting has been held on the date fixed above, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an annual meeting.

Section 2. Special Meetings. Special meetings of the stockholders may be called at any time by the President or the Board of Directors.

Section 3. Notice of Meetings. A written notice stating the place, date and hour of the Annual Meeting of Stockholders shall be given by the Secretary (or other person authorized by these By-laws or by law) not less than ten, nor more than sixty days before the meeting to each stockholder entitled to vote thereat, and to each stockholder who, under the Certificate of Incorporation or under these By-laws, is entitled to such notice, by delivering such notice to him or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the Corporation. Notice need not be given to a stockholder if a written waiver of notice is executed before or after the meeting by such stockholder, if communication with such stockholder is unlawful, or if such stockholder attends the meeting in question, unless such attendance was for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Notice of Special Meetings shall be given in the same manner. as provided for Annual Meetings, except that the written notice of Special Meetings shall state clearly and briefly the purpose or purposes for which the meeting is called. Only such purposes shall be considered or dealt with at Special Meetings.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in the written waiver of notice.

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 4. Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.

Section 5. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the corporation unless otherwise provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or by written proxy, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A proxy purporting to be executed by, or on behalf of, a stockholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.

Section 6: Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. Any election by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. No ballot shall be required for any election. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

Section 7. Action Without a Meeting. Any action required or permitted by law to be taken at any annual or special meeting of stockholders 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 all outstanding shares of stock entitled to vote thereon.

Section 8. Stockholder Lists. The Secretary (or the corporation’s transfer agent or other person authorized by these By-laws or by law) shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, 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 within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

ARTICLE II

Directors

Section 1. Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors that may exercise all the powers of the Corporation except as

otherwise provided by law, by the Certificate of Incorporation or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

Section 2. Number; Election and Qualification. The number of Directors shall be not less than one nor more than five (5). At each Annual Meeting, the stockholders shall fix the number of Directors, and shall elect not more than the number so designated. No Director need be a stockholder.

Section 3. Vacancies; Reduction of Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the stockholders or by the Directors then in office or by a sole remaining Director. In lieu of filling any such vacancy the stockholders or Board of Directors may reduce the number of Directors, but not to a number less than the minimum number required by Section 2 of this Article II. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 4. Enlargement of the Board. The Board of Directors may be enlarged by the stockholders at any meeting or by vote of a majority of the Directors then in office.

Section 5. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, Directors shall hold office for one year or until their successors are elected and qualified or until their earlier resignation or removal. Any Director may resign by delivering his written resignation to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6. Removal. A Director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of Directors.

Section 7. Meetings. The regular Meeting of the Board of Directors shall be held immediately after the close of the Annual Meeting of the Stockholders. No notice shall be required for this meeting. Other regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the President designating the time, date and place thereof. Any matter of business which may properly come before the Board of Directors may be transacted at either a regular or special meeting thereof. Directors may participate in meetings of the Board of Director by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

Section 8. Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the President. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home

address at least twenty-four hours in advance of the meeting, or by written notice mailed to be business or home address at least forty-eight hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communications with such Director is unlawful, or if all of the Directors are present at the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purpose of the meeting.

Section 9. Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

Section 10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By-laws.

Section 11. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes.

Section 12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number one or more committees, including an Executive Committee and an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate of Incorporation, or by these By-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

ARTICLE III

Officers

Section 1. Enumeration. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including one or more Vice-Presidents, Assistant Secretaries, and Assistant Treasurers, as the Board of Directors may determine.

Section 2. Election. At its Annual Meeting, the Board of Directors shall elect the President, the Secretary, and the Treasurer. Other officers may be chosen by the Board of Directors at such meeting or any other meeting.

Section 3. Qualification. No officer need be a stockholder. No officer need be a Director. Any person may occupy more than one office of the Corporation at any time. Any officer may be required by the Board of Directors to give bond for the faithful performance of his duties in such amount and with such sureties as the Board of Directors may determine.

Section 4. Tenure. Except as otherwise provided by the Certificate of Incorporation or by these By-laws, each of the officers of the Corporation shall hold his office for one year or until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign by delivering his written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 5. Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office; provided, that if an officer is to be removed for cause, he may only be removed after reasonable notice and an opportunity to be heard by the Board of Directors.

Section 6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

Section 7. President. The President shall be the chief executive officer of the corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. Unless otherwise provided by the Board of Directors, he shall preside when present, at all meetings of stockholders and of the Board of Directors.

Section 8. Vice-Presidents. Any Vice-President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

Section 9. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Company and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

Section10. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In his absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). He shall have custody of the seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his signature. He shall have such other duties and powers as may be designated from time to time by the Board of Directors or the President. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

Section 11. Other Powers and Duties. Subject to these By-laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors.

ARTICLE IV

Capital Stock

Section 1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall bear the Corporation seal and shall be signed by the President or a Vice-President and by the Treasurer or the Secretary. The Corporation seal and the signatures by Corporation officers may be facsimile if the certificate is manually countersigned by an authorized person on behalf of a transfer agent or registrar other than the Corporation or its employee. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

Section 2. Transfers. Subject to any restrictions on transfer, shares of stock may be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

Section 3. Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws. It shall be the duty of each stockholder to notify the Corporation of his post office address.

Section 4. Record Date. In order that the Corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournments, 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. In such case, only stockholders of record on such record date shall be so entitled, notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed: (i) the record date for determining stockholders entitled to receive notice of or to vote at a meeting of stockholders shall be at 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; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

ARTICLE V

Indemnification of Directors. Officers and Others

Section 1. Indemnifiable Events; Extent of Indemnification.

A. The Corporation shall indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware (as presently in effect or as hereafter amended):

(1) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the Company) by reason of the fact that he is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such suit, action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in

good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(3) To the extent that a Director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (1) and (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

B. The Board of Directors, in its discretion, may authorize the Corporation to indemnify:

(1) Any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no in indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation

unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.

Section 2. Determination of Entitlement. Any indemnification hereunder (unless required by law or ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article V. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders of the Corporation.

Section 3. Advance Payments. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, only as authorized by the Board of Directors in the specific case (including by one or more Directors who may be parties to such action, suit or proceeding), upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article V.

Section 4. Non-Exclusive Nature of Indemnification. The indemnification provided herein shall not be deemed exclusive of any other rights to which any person, whether or not entitled to be indemnified hereunder, may be entitled under any statute, by-law, agreement, vote of stockholders or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Each person who is or becomes a Director or officer as aforesaid shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article V.

Section 5. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request o the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of the State of Delaware (as presently in effect or hereafter amended), the Certificate of Incorporation of the Corporation or these By-laws.

Section 6. No Duplicate Payments. The Corporation’s indemnification under Section 1 of this Article V of any person who 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 corporation, partnership, joint venture, trust or other enterprise,

shall be reduced by any amounts such person receives as indemnification (i) under any policy of insurance purchased and maintained on his behalf by the Corporation, (ii) from such other corporation, partnership, joint venture, trust or other enterprise, or (iii) under any other applicable indemnification provision.

Section 7. Amendment. This Article V may be amended only so as to have a prospective effect. Any amendment to this Article V which would result in any person having a more limited entitlement to indemnification may be approved only by the stockholders.

ARTICLE VI

Transactions with Related Parties

Section 1. Transactions Not Void. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof, which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors, or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes pf a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3) The Contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the shareholders

Section 2. Quorum. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 3. Limitation. Nothing herein contained shall protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of his willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.

ARTICLE VII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year.

Section 2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

Section 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without Director action may be executed on behalf of the Corporation by the President or the Treasurer.

Section 4. Voting of Securities. Unless the Board of Directors otherwise provides, the President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

Section 5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

Section 6. Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

Section 7. Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

Section 8. Amendments. These By-laws may be altered, amended or repealed by the vote of a majority in interest of the stockholders of the Corporation at any regular or special meeting thereof; or by the vote of a majority of the Board of Directors at any regular or special meeting thereof, without any action on the part of the stockholders, unless otherwise provided herein; provided, that (i) the Board of Directors may not amend or repeal this Section 8 nor may it amend or repeal any other provision of these By-laws to the extent such amendment or repeal requires action by the stockholders, and (ii) any amendment or repeal of these By-laws by the Board of Directors and any provision to these By-laws adopted by the Board of Directors may be amended or repealed by the stockholders.

I HEREBY CERTIFY that the foregoing Bylaws of FMO HEALTHCARE HOLDINGS, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 16, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Secretary
 EX-3.151 42 d805253dex3151.htm EX-3.151 EX-3.151

Exhibit 3.151

ARTICLES OF INCORPORATION

of

GLOBAL SURGICAL PARTNERS, INC.

The undersigned hereby adopts the following Articles of Incorporation for the purpose of forming a corporation under the provisions of Chapter 607 Florida Statutes:

ARTICLE I. NAME

The name of this corporation is GLOBAL SURGICAL PARTNERS, INC. (the “Corporation”).

ARTICLE II – ADDRESS

The principal address and mailing address of the Corporation is:

44 Brickell Avenue, Suite 905

Miami, FL 33131

ARTICLE III – PURPOSE

The corporation is organized for the purpose of transacting any and all lawful activities or business for which corporations may be formed under Chapter 607 of the Florida Statutes.

ARTICLE IV – CAPITAL STOCK

The maximum number of shares which this Corporation is authorized to have outstanding at any time is 1,000,000 shares of Common Stock having a par value of $0.01 per share.

ARTICLE V – INITIAL REGISTERED

OFFICE AND AGENT

The initial registered office of this Corporation shall be a 444 Brickell Avenue, Suite 905, Miami, FL 33131 and the initial registered agent of this Corporation at such office shall be Ziskind & Arvin, P.A.

ARTICLE VI – INCORPORATOR

The name and street address of the person signing these Articles of Incorporation is Ziskind & Arvin, P.A., 444 Brickell Avenue, Suite 905, Miami, FL 33131.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on the 17th day of September 1998.

 

Ziskind & Arvin, P.A., Incorporator
By:  

/s/ Kenneth I. Arvin

  Kenneth I. Arvin, Vice President

CERTIFICATE OF DESIGNATION OF REGISTERED AGENT

AND REGISTERED OFFICE

AND ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT

1. The name of the Corporation is:

GLOBAL SURGICAL PARTNERS, INC.

2. The name and address of the registered agent and the registered office is:

ZISKIND & ARVIN, P.A.

444 Brickell Avenue, Suite 905

Miami, FL 33131

Pursuant to Section 607.0501, Florida Statutes, the undersigned has been named to act as the registered agent of GLOBAL SURGICAL PARTNERS, INC., at the place designated in this certificate and the undersigned agrees to accept such appointment and to act in that capacity. The undersigned further agrees that the undersigned will comply with Section 607.0505, Florida Statutes, relating to the proper and complete performance of the duties of the registered agent of the Corporation and that the undersigned is familiar with and accepts the obligations of the position of registered agent for the Corporation.

Date: September 17, 1998

 

ZISKIND & ARVIN, P.A., Registered Agent
By:  

/s/ Kenneth I. Arvin

  Kenneth I. Arvin, Vice President
 EX-3.152 43 d805253dex3152.htm EX-3.152 EX-3.152

Exhibit 3.152

RESTATED BY-LAWS

OF

GLOBAL SURGICAL PARTNERS, INC.

(Restated – Effective December 31, 2010)

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at the meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business, within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold

 

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office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at the meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have the custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meeting of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person its selects.

 

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Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBTUIONS

The Board of Directors, may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shraeholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

 

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The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the

 

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indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of any employee benefit plan).

(B) Notwithstanding the foregoing excerpt with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a

 

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Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee of any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part,

 

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of if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with the successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither (a) the failure of the Corporation (including its Board of Directors or any committee to it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in other capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to

 

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matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion if invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Bylaws of Global Surgical Partners, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of December 31, 2010.

 

/s/ Kenneth Arvin

Kenneth Arvin, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.153 44 d805253dex3153.htm EX-3.153 EX-3.153

Exhibit 3.153

ARTICLES OF ORGANIZATION

OF

GREATER FLORIDA ANESTHESIOLOGISTS, LLC

 

1. Name. The name of this limited liability company is GREATER FLORIDA ANESTHESIOLOGISTS, LLC, a Florida limited liability company (the “Company”).

 

2. Duration. The Company shall be effective on July 22, 2009 and shall thereafter have perpetual existence.

 

3. Purpose. The company is organized for the purpose of transacting all lawful activities and businesses that may be conducted by a limited liability company under the laws of Florida.

 

4. Place of Business. The mailing and street address of the Company’s principal office is 300 Jeffords Street, Suite B, Clearwater, Florida 33756.

 

5. Registered Agent and Office. The name of the initial registered agent of the Company is CorpDirect Agents, Inc. The street address of the initial registered agent of the Company is CorpDirect Agents, Inc., 515 East Park Avenue, Tallahassee, Florida 32301.

 

6. Contributions to the Company. No cash or property (other than cash) has been contributed to the Company by its members at this time. No contributions have been agreed upon.

 

7. Additional Members. Additional members to the Company may be admitted, but only upon the consent of the members of the Company at the time admission is sought.

 

8. Termination of Membership. Upon the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or upon the occurrence of any other event which terminates the continued membership of a member in the Company, the company shall be dissolved unless all remaining members agree in writing to continue the business of the Company.

 

9. Management of the Company. The Company shall be managed in accordance with the operating agreement adopted by all of the members. Until and unless changed by the operating agreement, the Company shall have the following officers: Scott Mantell, President and CEO, and Richard Gianetti, M.D., Vice President, each of whom shall have full power and authority to act for and on behalf of the Company, including, without limitation, to enter into contracts, open and close bank accounts, incur and pay debts and expenses, file papers with the Internal Revenue Service, and engage professionals and other advisors, and all persons may rely on these Articles of Organization to deal directly with these named individuals on all matters relating to the Company.

The undersigned executed these Articles of Organization on the 22nd day of July 2009.

 

By:  

/s/ Joseph Rugg

  Joseph Rugg
  Authorized Representative

ACCEPTANCE OF REGISTERED AGENT DESIGNATION FOR:

GREATER FLORIDA ANESTHESIOLOGISTS, LLC

Having been named as registered agent and to accept service of process for the aforementioned entity at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provision of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

 

CorpDirect Agents, Inc.
By:  

/s/ Kevin R. Roberts

Its Agent: Kevin R. Roberts
 EX-3.154 45 d805253dex3154.htm EX-3.154 EX-3.154

Exhibit 3.154

AMENDED AND RESTATED

OPERATING AGREEMENT OF

GREATER FLORIDA ANESTHESIOLOGISTS, LLC

This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”), effective as of February 1, 2014, is by and between GREATER FLORIDA ANESTHESIOLOGISTS, LLC, a Florida limited liability company (the “Company”) and SHERIDAN HEALTHCORP, INC., a Florida limited liability company, as the sole member (the “Member”) of the Company for the purpose of organizing the Company.

WHEREAS, the Company was formed on July 22, 2009 by filing Articles of Organization with the Secretary of State of the State of Florida under the provisions of the Florida Limited Liability Company Act, as amended, modified or restated from time-to-time (the “Act”).

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member hereby agrees to conduct the business of the Company pursuant to the Act and to organize the Company’s operations in accordance with this Agreement.

ARTICLE I

ORGANIZATION AND DEFINITIONS

1.1 Organization. The Company shall be a manager managed organization.

1.2 Principal Office. The principal office of the Company will be such location as may be determined from time-to-time by the Directors.

1.3 Term. The Company’s existence will continue perpetually unless it is sooner terminated by agreement of all of the Members.

1.4 Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

1.4.1 “Affiliate” means with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

1.4.2 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.4.3 “Covered Person” means a Member; any Affiliate of a Member; any directors, officers or managers of the Company; any officers, directors, shareholders, partners, employees, representatives or agents of a Member or any Affiliate of a Member; or any employee or agent of the Company or its Affiliates. ·

1.4.4 “Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year, and shall also be the Company’s taxable year under the Code.

1.4.5 “Interest” means a Person’s rights to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act, whether as a Member or an assignee of a Member’s Interest. The Interest of a Member is represented by Units held by the Member.

1.4.6 “Majority Interest” means one or more Members holding more than fifty percent (50%) of the Units of the Company. ·

1.4.7 “Member” means any Person named as a member of the Company on Schedule A hereto, as the same may be amended from time-to-time, and includes any Person admitted as an additional Member or a substitute Member pursuant to the provisions of this Agreement. “Members” means two (2) or more of such Persons when acting in their capacities as Members of the Company. For purposes of the Act, the Members shall constitute one (1) class or group of members.

1.4.8 “Person” shall mean an individual, a corporation, partnership, trust, company, association or any other form of entity, and their permitted heirs, executors, administrators, legal representatives, successors, and assigns.

1.4.9. “Treasury Regulations” shall mean, the permanent, temporary, proposed, or proposed and temporary regulations of the U.S. Department of the Treasury· under the Code as such regulations may be lawfully changed from time to time.

1.4.10 “Units” mean evidence of ownership of the Interests in the Company. The number of Units initially held by the Members is set forth in Schedule A attached hereto.

ARTICLE II

PURPOSES AND BUSINESS OF THE COMPANY

2.1 Purposes of the Company. The Company has been formed for the purpose of carrying out any and all lawful activities for companies organized under the Act.

2.2 Authority of the Company. To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

ARTICLE III

THE MEMBER AND LIMITED LIABILITY

3.1 Member; Limited Liability. The sole Member of the Company is Sheridan Healthcorp, Inc. Said Member holds all of the Interests and Units in the Company. The Member shall not have any personal liability whatsoever in its capacity as a Member, whether to the Company, or to the creditors of the Company, for the debts, liabilities, contracts, or any other obligations of the Company, or for any losses of the Company.

3.2 Units. The number and class of Units issued to the Members shall be as set forth on Schedule A, as the same may be amended from time-to-time, and shall be issued at such time as the Board has verified delivery of the Member’s capital contribution. The Interests in the Company will be divided into Units, with each Unit entitling the holder thereof generally, unless otherwise provided for herein, a right: (i) to vote on matters requiring the approval of the Members; and (ii) to receive distributions, all of which shall be as specifically provided herein. Subject to the provisions governing the admission of Additional Members, the Members shall determine the total number of Units of the Company. In no event shall the total number of Units issued by the Company exceed One Thousand (1,000) Units. Each Unit shall be evidenced by a certificate.

 

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ARTICLE IV

MANAGEMENT

4.1 Board of Directors. The day-to-day business and affairs of the Company shall be managed under the direction of a Board of Directors (the “Board” or “Directors”). The Board shall consist of at least one (1) but no more than three (3) individuals appointed by the Member who will supervise the activities of the Company. Each Director shall hold office until his or her successor shall have been elected and qualified or his or her earlier resignation or removal. Directors need not be residents of the State of Florida or Members of the Company. The Sole Member designates each of the Directors as authorized representatives of the Company, within the meaning of the Act, to do and perform, or cause to be done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as they may deem necessary or appropriate in furtherance of the ordinary course of business of the Company.

4.2 Officers. The Directors shall elect such officers (individually, an “Officer,” or collectively the “Officers”) as they deem necessary for the efficient operation of the Company. The Company shall have a President, Secretary, Treasurer and such Vice Presidents as the Board may determine from time-to-time. The Directors designate each of the Officers as authorized representatives of the Company, within the meaning of the Act, to: (i) execute, deliver and file the Articles of Organization of the Company (and any amendments and/or restatements) and any other documents (and any amendments and/or restatements) necessary for the Company to qualify to transact business in any jurisdiction in which the Company may wish to conduct business; and, (ii) do and perform, or cause to be done and performed, all such acts, deeds and things and to make execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as they may deem ·necessary or appropriate in furtherance of the ordinary course of business of the Company.

The President of the Company shall be its chief executive officer and chief operating officer and shall manage the business and affairs of the Company subject to the direction of the Board. Each Vice President shall have such duties as are delegated to him by the President or Board. The Secretary shall have custody of and maintain all of the corporate records of the Company, shall record the minutes of all meetings of the Officers and Board, send out all notices of meetings and perform such other duties as are assigned to him by the President or the Board. The Treasurer shall have custody of all corporate funds and financial records, shall keep, full and accurate accounts of receipts and disbursements and render accounts thereof and shall have such other duties as are assigned to him by the President or the Board.

4.3 Officers’ Standard of Care. The Officers shall use their good faith efforts to implement or cause to be implemented all Major Decisions approved by the Members and the decisions of the Board and to conduct or cause to be conducted the ordinary and usual business of the Company in accordance with and subject to the direction of the Board. The President may, except as otherwise determined by the Board, delegate in writing to other Officers, employees or agents of the Company matters for which the President may be responsible. The Officers shall be responsible for obtaining all licenses, permits and approvals necessary for the Company to operate its business.

4.4 Major Decisions. Neither the Officers nor Board may, directly or indirectly, take any of the following actions (referred to as “Major Decisions”) on behalf of the Company without the approval of the Members:

4.4.1 create, incur, assume, refinance or otherwise become liable with respect to any obligation for borrowed money (including guarantees of the indebtedness or other obligations of any Person or Affiliate of the Company);

 

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4.4.2 pledge, mortgage, hypothecate or otherwise encumber any of the Company’s assets (other than in the ordinary course of business);

4.4.3 sell or otherwise dispose of any portion of the business or assets of the Company except in the ordinary course of business;

4.4.4 engage in any business combination including any merger or consolidation, or sell all or substantially all of the assets or properties of the Company; or

4.4.5 consent to or file for any bankruptcy, custodianship, receivership or trusteeship of the Company.

4.5 Resignation. Any Director or Officer of the Company may resign at any time by giving notice to the Members of the Company in the case of a Director, and Board of Directors in the case of an Officer. The resignation of any Director or Officer shall take effect upon receipt of written notice thereof or at such later time as shall be specified in such notice; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Director resigns, the Members shall have the right to replace such Director. If an Officer resigns the Board of Directors shall have the right to replace such Officer.

ARTICLE V

MEETINGS

5.1 Annual Meeting. If required under the Act, an annual meeting of the Members shall be held on the second Tuesday in March or at such other time as shall be determined by the Members, for the transaction of such business as may come before the meeting.

5.2 Special Meetings. Special meetings of the Members, for any purpose or purposes unless otherwise prescribed by statute, may be called by any Member.

5.3 Voting Rights. The Members shall have voting rights in accordance with the number of Units held by the Members, with respect to all matters relating to the Company’s business, other than determining whether a quorum exists for the conduct of a meeting of Members.

5.4 Quorum. Fifty-one percent (51%) of the Units of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members.

5.5 Manner of Acting. If a quorum is present, the affirmative vote of a Majority Interest of the Members shall be the act of the Members.

5.6 Proxies. At all meetings of Members, a Member may vote in person or by written proxy or by a duly authorized attorney-in-fact.

5.7 Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the Members holding the requisite number of Units required to approve the action, and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company’s records. Action taken under this Section is effective when Members holding the requisite number of Units have signed the consent unless the consent specifies a different effective date. Any Member who has not consented to the action shall receive a copy of the consent describing the actions taken within ten (10) days of the effective date of the consent.

 

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ARTICLE VI

TAX AND ACCOUNTING MATTERS

6.1 Taxation as Company. The Company shall elect to be treated as a Corporation for U.S. Federal Income Tax purposes pursuant to Treasury Regulation Section 301.7701-3.

6.2 Federal Tax Returns. The Treasurer shall cause the Company’s accountants to prepare, on a timely basis, at the expense of the Company, for each Fiscal Year (or part thereof), federal tax returns in compliance with the provisions of the Code and any required state and local tax returns.

6.3 Accounting Method. For financial reporting purposes and for purposes of determining profits and losses, the books and records of the Company shall be kept in accordance with generally accepted accounting principles consistently applied and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

6.4 Distributions. All distributions to the Members shall be made prorata in accordance with the number of Units held by each Member.

ARTICLE VII

RESTRICTIONS ON TRANSFERABILITY

7.1 Transfers Prohibited. A Member may not transfer, assign, pledge, encumber, or otherwise dispose of all or any part of its interest in the Company without the consent of a Majority Interest of the Members, whether voluntary, involuntary, or by operation of law or otherwise.

7.2. Effect of Transfer. Except as otherwise herein specifically provided, any sale, transfer, assignment, pledge, encumbrance, or other disposal or purported sale, transfer, assignment, pledge, encumbrance, or other disposal of any Interest in the Company shall be null and void. Each purchaser and any subsequent transferee of an Interest in the Company approved by the Members, shall hold such Interest in the Company subject to all of the terms, condition and provisions of this Agreement and shall make no further transfer, whether by sale, gift, bequest, or otherwise, except as provided in this Agreement, and shall execute a counterpart to become subject to and bound by the terms of this Agreement.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation.

8.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement.

8.2.2 A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company or the Covered Person by any Person engaged by the Company and who has been selected with reasonable care as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence.

 

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8.3 Indemnification. To the fullest extent permitted by the Act and applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person provided that (i) any such action was undertaken in good faith on behalf of the Company and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, (ii) any such action was reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, and (iii) with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe his action or omission was unlawful.

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shal1 be determined that the Covered Person is not entitled to be indemnified under the provisions of Section 8.3 hereof.

8.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Members shall determine, against any liability that may be asserted or expenses that may be incurred in connection with the activities of the Company.

8.6 Survival of Indemnity Provisions. Except as otherwise specifically provided herein, all of the indemnity provisions contained in this Agreement shall survive a Member’s, Director’s and Officer’s ceasing to be a Member, Director or Officer of the Company.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or communication to be given under the terms of this Agreement shall be in writing and shall be personally delivered or sent by facsimile, overnight delivery, or registered or certified mail, return receipt requested. Notice shall be effective upon receipt.

9.2 Application of Florida Law. This Agreement shall be governed by the laws of the State of Florida, without application of conflict of laws principles.

9.3 Waiver of Action of Partition. Each Member irrevocably waives during the term of the Company any right that he may have to maintain any action for partition with respect to the property of the Company.

9.4 Amendments. Except as otherwise provided within this Agreement or the Act, this Agreement may only be amended by the written agreement of a Majority Interest of the Members.

9.5 Construction. Whenever the singular is used in this Agreement, when required by the context the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.6 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

 

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9.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.8 Heirs. Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns.

9.9 Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed, to confer upon or give any Person other than the parties hereto, any rights or remedies, under or by reason of this Agreement, or result in their being deemed a third party beneficiary of this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any Member.

9.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

COMPANY:

Greater Florida Anesthesiologists, LLC,

a Florida limited liability company

By:  

/s/ Robert Coward

  Robert Coward, President
SOLE MEMBER:

Sheridan Healthcorp, Inc.,

a Florida corporation

By:  

/s/ Robert Coward

  Robert Coward, President

 

7

AMENDED AND RESTATED OPERATING AGREEMENT OF

GREATER FLORIDA ANESTHESIOLOGISTS, LLC

EXHIBIT A

MEMBERS

 

NAME/ADDRESS

    NUMBER OF UNITS    PERCENTAGE INTEREST

Sheridan Healthcorp, Inc.

    100    100%

1613 North Harrison Parkway

      

Suite 200

      

Sunrise, FL 33323

      

Dated as of February 1, 2014

EX-3.155 46 d805253dex3155.htm EX-3.155 EX-3.155

Exhibit 3.155

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

GYNECOLOGIC ONCOLOGY ASSOCIATES, P.A.

Pursuant to §607.1007 of the Florida Statutes, Gynecologic Oncology Associates, P.A., a Florida corporation (the “Corporation”), certifies that:

(1) The original Articles of Incorporation of the Corporation were filed by the Florida Department of State on November 24, 1980.

(2) The Articles of Incorporation of the Corporation are restated as follows:

ARTICLE I

NAME

The name of the Corporation is amended to GYNECOLOGIC ONCOLOGY ASSOCIATES, INC.

ARTICLE II

DURATION

This Corporation shall continue its existence perpetually.

ARTICLE III

PURPOSE

This Corporation is organized for the purpose of transacting any and all lawful business under the laws of the State of Florida

ARTICLE IV

PRINCIPAL OFFICE AND MAILING ADDRESS

The street address of the principal office and the mailing address of the corporation is: 1295 N.W. 14 Street, Suite H, Miami, Florida, 33125.

ARTICLE V

CAPITAL STOCK

This Corporation is authorized to issue 6,000 shares of $1.00 par value common stock, which shall be designated “Common Shares.”

ARTICLE VI

REGISTERED OFFICE AND AGENT

The street address of the Registered Office of this Corporation is 4651 Sheridan Street, Suite 400, Hollywood, Florida, 33021, and the name of the Registered Agent of this Corporation at that address is Jay A. Martus, Esq.

ARTICLE VII

POWERS

This corporation shall have all of the corporate powers enumerated in the Florida Business Corporation Act.

ARTICLE VIII

AMENDMENT

This Corporation reserves the right to amend or repeal any provision contained in these Articles of Incorporation, or any amendment to them, and any rights conferred upon the shareholders are subject to this reservation.

These Restated Articles of Incorporation were adopted by the Board of Directors of this corporation on March 6, 1998. The Shareholders unanimously approved this amendment on March 6, 1998.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 6th day of March, 1998.

 

/s/ Staffan R. B. Nordqvist, M.D.

STAFFAN R. B. NORDQVIST, M.D., President

 

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CERTIFICATE DESIGNATING REGISTERED OFFICE

FOR SERVICE OF PROCESS

WITHIN THE STATE OF FLORIDA, NAMING REGISTERED AGENT

UPON WHOM PROCESS MAY BE SERVED

IN COMPLIANCE WITH SECTIONS 607.0501 AND 48.091, FLORIDA STATUTES, THE FOLLOWING IS SUBMITTED:

THAT GYNECOLOGIC ONCOLOGY ASSOCIATES, INC., DESIRING TO ORGANIZE OR QUALIFY UNDER THE LAWS OF THE STATE OF FLORIDA, HAS NAMED JAY A. MARTUS, ESQ., LOCATED AT 4651 SHERIDAN STREET, SUITE 400, HOLLYWOOD, BROWARD COUNTY, FLORIDA, 33021, ITS REGISTERED AGENT TO ACCEPT SERVICE OF PROCESS WITHIN THE STATE OF FLORIDA.

 

/s/ Staffan R.B. Nordqvist

President

TITLE

March 6, 1998

DATE

HAVING BEEN NAMED TO ACCEPT SERVICE OF PROCESS FOR THE ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY AGREE TO ACT IN THE CAPACITY OF REGISTERED AGENT, AND I FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATIVE TO THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES.

 

/s/ Jay A. Martus, Esq.

Jay A. Martus, Esq.

 

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EX-3.156 47 d805253dex3156.htm EX-3.156 EX-3.156

Exhibit 3.156

BYLAWS

OF

GYNECOLOGIC ONCOLOGY ASSOCIATES, P.A.

a/k/a GYNECOLOGIC ONCOLOGY ASSOCIATES, INC.

A Florida Corporation

ARTICLE 1 - SHAREHOLDERS

1.1 Annual Meeting. A meeting of Shareholders shall be held each year for the election of Directors and for the transaction of any other business that may come before the meeting. The time and place of the meeting shall be designated by the Board of Directors.

1.2 Special Meeting. Special meetings of the Shareholders, for any purpose or purposes, shall be held when directed by the Board of Directors, the Chairman of the Board, or the President or at the request of the holders of not less than one tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

1.3 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual or special meeting of the Shareholders. If no designation is made, the place of meeting shall be the principal office of the Corporation.

1.4 Action Without a Meeting. Unless otherwise provided in the Articles of Incorporation, action required or permitted to be taken at any meeting of the Shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding shares of each voting group entitled to vote on it having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving Shareholders having the requisite number of votes of each voting group entitled to vote, and delivered to the Corporation at its principal office in Florida or its principal place of business, or to the corporate Secretary or another office or agent of the Corporation having custody of the book in which proceedings of meetings of Shareholders are recorded. No written consent shall be effective to take corporate action unless, within 60 days of the date of the earliest dated consent delivered in the manner required by this section, written consents signed by the number of holders required to take action are delivered to the Corporation.

Any written consent may be revoked before the date that the Corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the Corporation at its principal office or its principal place of business, or received by the corporate Secretary or other officer or agent of the Corporation having custody of the book in which proceedings of meetings of Shareholders are recorded.

Within ten days after obtaining authorization by written consent, notice must be given to those Shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters’ rights are provided under the Articles of Incorporation or by law, the notice shall contain a clear statement of the right of Shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with applicable law.

A consent signed as required by this section has the effect of a meeting vote and may be described as such in any document.

Whenever action is taken as provided in this section, the written consent of the Shareholders consenting or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of Shareholders.

1.5 Notice of Meeting. Except as provided in F.S. Chapter 607, the Florida Business Corporation Act, written or printed notice stating the place, day, and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than 60 days before the date of the meeting, either personally or by first-class mail, by, or at the direction of, the President or the Secretary, or the officer or other persons calling the meeting, to each Shareholder of record entitled to vote at the meeting. If the notice is mailed at least 30 days before the date of the meeting, it may be effected by a class of United States mail other than first-class. If mailed, the notice shall be effective when mailed, if mailed postage prepaid and correctly addressed to the Shareholder’s address shown in the current record of Shareholders of the Corporation. Oral notice of meeting shall be permitted where reasonable under the circumstances, and may be communicated in person or by telephone. Notice may also be provided by telegram, teletype or other form of electronic communication, and shall be deemed to be delivered when delivered to the telegraph or teletype company.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each Shareholder of record on the new record date entitled to vote at such meeting.

1.6 Waiver of Notice of Meeting. Whenever any notice is required to be given to any Shareholder, a waiver in writing signed by the person or persons entitled to such notice, whether signed before, during, or after the time of the meeting and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Shareholders need be specified in any written waiver of notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of the meeting, unless the person objects at the beginning of the meeting to the holding of the meeting or the transacting of any business at the meeting or (b) lack of defective notice of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter when it is presented.

 

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1.7 Fixing of Record Date. In order that the Corporation may determine the Shareholders entitled to notice of, or to vote at, any meeting of Shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to demand a special meeting, the Board of Directors may fix, in advance, a record date, not more than 70 days before the date of the meeting or any other action. 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 fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

If no prior action is required by the board, the record date for determining Shareholders entitled to take action without a meeting is the date the first signed written consent is delivered to the Corporation under Section 1.4 of this Article.

1.8 Voting Record. After fixing a record date for a meeting of Shareholders, the Corporation shall prepare an alphabetical list of the names of all its Shareholders entitled to notice of the meeting, arranged by voting group with the address of, and the number, class, and series, if any, of shares held by, each Shareholder. The Shareholders’ list must be available for inspection by any Shareholder for a period of ten days before the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the Corporation’s principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation’s transfer agent or registrar. Any Shareholder of the Corporation or the Shareholder’s agent or attorney is entitled on written demand to inspect the Shareholders’ list (subject to the requirements of F.S. 607.1602(3)) during regular business hours and at the Shareholder’s expense, during the period it is available for inspection.

The Corporation shall make the Shareholders’ list available at the meeting of Shareholders, and any Shareholder or the Shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

1.9 Voting Per Share. Except as otherwise provided in the Articles of Incorporation or by F.S. 607.0721, each Shareholder is entitled to one vote for each outstanding share held by him or her on each matter voted at a Shareholders’ meeting.

1.10 Voting of Shares. A Shareholder may vote at any meeting of Shareholders of the Corporation, either in person or by proxy.

Shares standing the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the Corporate Shareholder or, in the absence of any applicable bylaw, by a person or persons designated by the Board of Directors of the Corporate Shareholder. In the absence of any such designation or, in case of conflicting designation by the Corporate Shareholder, the Chairman of the Board, the President, any Vice President, the Secretary, and the Treasurer of the Corporate Shareholder, in that order, shall be presumed to be fully authorized to vote the shares.

 

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Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trust may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name or the name of his or her nominee.

Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by such person without the transfer into his or her name.

If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting shall have the following effect: (a) if only one votes, in person or by proxy, that act binds all; (b) if more than one vote, in person or by proxy, the act of the majority so voting binds it; (c) if more than one votes, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally; or (d) if the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes hereof shall be a majority or a vote evenly split in interest. The principles of this paragraph shall apply, insofar as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum.

1.11 Proxies. Any Shareholder of the Corporation, other person entitled to vote on behalf of a Shareholder pursuant to F.S. 607.0721, or attorney-in-fact for such person, may vote the Shareholder’s shares in person or by proxy. Any Shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form, either personally or by an attorney-in-fact. An executed telegram or cablegram appearing to have been transmitted by each person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be deemed a sufficient appointment form.

An appointment of a proxy is effective when received by the Secretary of the Corporation or such other officer or agent authorized to tabulate votes, and shall be valid for up to 11 months, unless a longer period is expressly provided in the appointment form.

The death or incapacity of the Shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

An appointment of a proxy is revocable by the Shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

 

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1.12 Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the Articles of Incorporation or by law, a majority of the shares entitled to vote on the matter by each voting group, represented in person or by proxy, shall constitute a quorum at any meeting of Shareholders, but in no event shall a quorum consist of less than one third of the shares of each voting group entitled to vote. If less than a majority of outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from to time to time without further notice. After a quorum has been established at any Shareholders’ meeting, the subsequent withdrawal of Shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Once a share is represented for any purpose at a meeting, 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 that adjourned meeting.

1.13 Manner of Action. If a quorum is present, action on a matter (other than the election of Directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater or lesser number of affirmative votes is required by the Articles of Incorporation or by law.

1.14 Voting for Directors. Unless otherwise provided in the Articles of Incorporation, Directors will be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

1.15 Inspectors of Election. Before each Shareholders’ meeting, the Board of Directors or President shall appoint one or more Inspectors of Election. Upon appointment, each inspector shall take and sign an oath faithfully to execute the duties of inspector at the meeting with strict impartiality and to the best of his or her ability. Inspectors shall determine the number of shares outstanding, the number of shares present at the meeting, and whether a quorum is present. The inspectors shall receive votes and ballots and determine all challenges and questions as to the right to vote. The inspectors shall count and tabulate all votes and ballots and determine the result. Inspectors shall perform other duties as are proper to conduct elections of Directors and votes on other matters with fairness to all Shareholders. Inspectors shall make a certificate of the results of elections of Directors and votes on other matters. No inspector shall be a candidate for election as a Director of the Corporation.

ARTICLE 2 - BOARD OF DIRECTORS

2.1 General Powers. Except as provided in the Articles of Incorporation and by law, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

2.2 Number, Terms, Classification, and Qualification. The Board of Directors of the Corporation shall consist of at least one person. The number of Directors may at any time and from time to time be increased or decreased by action of either the Shareholders or the Board of Directors, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. A Director must be a natural person of at least 18 years of age, but

 

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need not be a citizen of the United States of America, a resident of the State of Florida, nor a Shareholder of the Corporation. Each Director shall hold office until a successor has been elected and qualified or until an earlier resignation, removal from office or death.

2.3 Regular Meetings. An annual regular meeting of the Board of Directors shall be held without notice immediately after, and at the same place as, the annual meeting of the Shareholders and at such other times and place as may be determined by the Board of Directors. The board may, at any time and from time to time, provide by resolution the time and place, either within or without the State of Florida, for the holding of the annual regular meeting or additional regular meeting of the board without other notice than the resolution.

2.4 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, any two Directors.

The person or persons authorized to call special meetings of the board may designate any place, either within or without the State of Florida, as the place for holding any special meeting of the board called by them. If no designation is made, the place of the meeting shall be the principal office of the Corporation.

Notice of any special meeting of the board may be given by any reasonable means, oral or written, and at any reasonable time before the meeting. The reasonableness of notice given in connection with any special meeting of the board shall be determined in light of all pertinent circumstances. It shall be presumed that notice of any special meeting given at least two days before the meeting either orally (by telephone or in person), or by written notice delivered personally or mailed to each Director at his or her business or residence address, is reasonable. If mailed, the notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mail, so addressed, with postage prepaid. If notice is given by telegram, it shall be deemed to be delivered when the telegram is delivered to the telegraph company. Neither the business to be transacted at, nor the purpose or purposes of, any special meeting need be specified in the notice or in any written waiver of notice of the meeting.

2.5 Waiver of Notice of Meeting. Notice of a meeting of the Board of Directors need not be given to any Director who signs a written waiver of notice before, during, or after the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

2.6 Quorum. A majority of the number of Directors fixed by, or in the manner provided in, those bylaws shall constitute a quorum for the transaction of business; provided, however, that whenever, for any reason, a vacancy occurs in the Board of Directors, a quorum shall consist of a majority of the remaining Directors until the vacancy has been filled.

2.7 Manner of Action. The act of a majority of the Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors.

 

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2.8 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors or a committee of the Board when corporate action is taken shall be presumed to have assented to the action taken, unless he or she objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting specific business at the meeting, or he or she votes against or abstains from the action taken.

2.9 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or a committee of it may be taken without a meeting if a consent in writing, stating the action so taken, is signed by all the Directors. Action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

2.10 Meetings by Means of Conference Telephone Call or Similar Electronic Equipment. Members of the Board of Directors may participate in a meeting of the board by means of a conference telephone call or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

2.11 Resignation. Any Director may resign at any time by giving written notice to the Corporation, the Board of Directors, or its Chairman. The resignation of any Director shall take effect when the notice is delivered unless the notice specifies a later effective date, in which event the board may fill the pending vacancy before the effective date if they provide that the successor does not take office until the effective date.

2.12 Removal. Any Director, or the entire Board of Directors, may be removed at any time, with or without cause, by action of the Shareholders, unless the Articles of Incorporation provide that Directors may be removed only for cause. If a Director was elected by a voting group of Shareholders, only the Shareholders of that voting group may participate in the vote to remove that Director. The notice of the meeting at which a vote is taken to remove a Director must state that the purpose or one of the purposes of the meeting is the removal of the Director or Directors.

2.13 Vacancies. Any vacancy in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, or by the Shareholders.

2.14 Compensation. Each Director may be paid the expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a Director or a fixed sum for attendance at each meeting of the Board of Directors or both, as may from time to time be determined by action of the Board of Directors. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

2.15 Director Conflicts of Interest. No contact or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the Directors and Directors

 

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or officers, or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or her votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the Board of Directors, or a duly empowered committee thereof, which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for such purpose without counting the vote or votes of such interested Director or Directors; or

(b) The fact of such relationship or interest is disclosed or known to the Shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by a majority vote or written consent; except that shares owned by or voted under the control of a director who has a relationship or interest in the transaction described in this Paragraph 2.15 may not be counted as a vote of Shareholders to determine whether to authorize, approve, or ratify a conflict of interest transaction under this subparagraph (b).

(c) The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board, committee or the Shareholders.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

ARTICLE 3 - COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as prohibited by F.S. 607.0825(1).

Each committee must have two or more members who serve at the pleasure of the board. The Board of Directors, by resolution adopted in accordance with this article, may designate one or more Directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of the committee.

ARTICLE 4 - OFFICERS

4.1 Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer and any other officers and assistant officers as may be deemed necessary, and as shall be approved, by the Board of Directors. Any two or more offices may be held by the same person.

4.2 Appointment and Term of Office. The officers of the Corporation shall be appointed annually by the Board of Directors at the first meeting of the board held after the Shareholders’ annual meeting. If the appointment of officers does not occur at this meeting, the appointment shall occur as soon thereafter as practicable. Each officer shall hold office until a successor has been duly appointed and qualified, or until an earlier resignation, removal from office, or death.

 

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4.3 Resignation. Any officer of the Corporation may resign from his or her respective office or position by delivering notice to the Corporation. The resignation is effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

4.4 Removal. Any officer of the Corporation may be removed from his or her respective office or position at any time, with or without cause, by the Board of Directors.

4.5 President. The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, generally supervise and control all of the business and affairs of the Corporation, and preside at all meetings of the Shareholders, the Board of Directors, and all committees of the Board of Directors on which he or she may serve. In addition, the President shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors, and as are incident to the offices of President and Chief Executive Officer.

4.6 Vice Presidents. Each Vice President shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors.

4.7 Secretary. The Secretary shall keep the minutes of the proceedings of the Shareholders and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the sale of the Corporation; and keep a register of the post office address of each Shareholder of the Corporation. In addition, the Secretary shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors and as are incident to the office of Secretary.

4.8 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation; receive and give receipts for money due and payable to the Corporation from any source whatsoever; and deposit all such money in the name of the Corporation in such banks, trust companies or other depositories as shall be used by the Corporation. In addition, the Treasurer shall possess, and may exercise such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors and as are incident to the office of Treasurer.

4.9 Other Officers, Employees and Agents. Each and every other officer, employee, and agent of the Corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors, the officer appointing him or her, and such officer or officers who may from time to time be designated by the board to exercise supervisory authority.

 

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4.10 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors.

ARTICLE 5 - CERTIFICATES OF STOCK

5.1 Certificates for Shares. The Board of Directors shall determine whether shares of the Corporation shall be uncertificated or certificated. If certificated shares are issued, certificates representing shares in the Corporation shall be signed (either manually or by facsimile) by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. A certificate that has been signed by an officer or officers who later ceases to be such officer shall be valid.

5.2 Transfer of Shares; Ownership of Shares. Transfers of shares of stock of the Corporation shall be made only on the stock transfer books of the Corporation, and only after the surrender to the Corporation of the certificates representing such shares. Except as provided by F.S. 607.0721, the person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes and the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person, whether or not it shall have express or other notice thereof.

5.3 Lost Certificates. The Corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken; (b) requests the issuance of a new certificate before the Corporation has notice that the lost, destroyed, or wrongfully taken certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) at the discretion of the Board of Directors, gives bond in such form and amount as the Corporation may direct, to indemnify the Corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the Corporation.

ARTICLE 6 - ACTIONS WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS

Unless otherwise directed by the Board of Directors, the President or a designee of the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of Shareholders of, or with respect to any action of Shareholders of, any other Corporation in which this Corporation may hold securities and to otherwise exercise any and all rights and powers that the Corporation may possess by reason of its ownership of securities in other Corporations.

ARTICLE 7 - AMENDMENTS

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by action of the Board of Directors, subject to the limitations of F.S. 607.1020(1). The Shareholders of the Corporation may alter, amend, or repeal these bylaws or adopt new bylaws even though these bylaws may also be amended or repealed by the Board of Directors.

 

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ARTICLE 8 - CORPORATE SEAL

The Board of Directors shall provide for a corporate seal which shall be circular and shall have the name of the Corporation, the year of its incorporation, and the state of incorporation inscribed on it.

ARTICLE 9 - INDEMNIFICATION

9.1 Primary Indemnification. The Corporation shall indemnify to the fullest extent permitted by law, and shall advance expenses therefor, to any executive who was or is a party to a proceeding against any liability incurred in such proceeding, including any appeal thereof, unless a court of competent jurisdiction establishes by judgment or other final adjudication that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) a violation of the criminal law, unless the executive had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (b) a transaction from which the executive derived an improper personal benefit; (c) in a case of a Director, a circumstance under which the liability provisions of Section 607.0834, Florida Statutes, or any successor provision, are applicable; or (d) willful misconduct or conscious disregard for the best interests of the Corporation in a proceeding by or in the right of the Corporation to procure a judgment in its favor or in a proceeding by or in the right of a Shareholder. Notwithstanding the failure to satisfy conditions (a) through (d) of this Paragraph, the Corporation shall indemnify an executive pursuant to Paragraphs 9.3 or 9.4 hereof unless a determination is reasonably and promptly made pursuant to Paragraph 9.2 hereof that the executive did not meet the applicable standard of conduct wet forth in Paragraphs 9.3 or 9.4 hereof.

9.2 Determination of Right of Indemnification in Certain Cases. Any indemnification under Paragraphs 9.3 or 9.4 hereof (unless ordered by a court) shall be made by the Corporation unless a determination is reasonably and promptly made that the executive did not meet the applicable standard of conduct set forth in Paragraphs 9.3 or 9.4 hereof. Such determination shall be made by: (a) the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such proceeding; (b) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which Directors who are parties may participate) consisting solely of two or more Directors not at the time parties to the proceeding; (c) by independent counsel (i) selected by the Board of Directors prescribed in Subparagraph (a) or the committee prescribed in Subparagraph (b), or (ii) if a quorum of the Directors cannot be obtained under Subparagraph (a) and the committee cannot be designated under Subparagraph (b), selected by majority vote of the full Board of Directors (in which Directors who are parties may participate); or (d) by the Shareholders by a majority vote of a quorum consisting of Shareholders who are not parties to such proceeding or, if no such quorum is attainable, by a majority vote of the Shareholders who were not parties to such proceeding. Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. If the determination of the permissibility of indemnification is made by independent legal counsel as set forth in Subparagraph (c) above, the other persons specified in this Paragraph 9.2 shall evaluate the reasonableness of expenses.

 

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9.3 Proceeding Other Than By Or In The Right Of The Corporation. The Corporation shall indemnify any executive who was or in a party to any proceeding (other than an action by, or in the right of, the Corporation) against liability in connection with such proceeding, including any appeal thereof, is he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation or, with respect to any criminal proceeding, had reasonable cause to believe that his conduct was unlawful.

9.4 Proceeding By Or In The Right Of The Corporation. The Corporation shall indemnify any executive who was or is a party to any proceeding by or in the right of the Corporation to procure a judgment in its favor against expenses and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, if such person acted in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Paragraph 9.4 in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

9.5 Indemnification Against Expenses of Successful Party. Notwithstanding the other provisions of this Section, to the extent that an executive is successful on the merits or otherwise, including the dismissal of an action without prejudice or the settlement of an action without admissions of liability, in defense of any proceeding or in defense of any claim, issue or matter therein, the Corporation shall indemnify such executive against all expenses incurred in connection with such defense.

9.6 Advancement of Expenses. Notwithstanding anything in the Corporation’s Articles of Incorporation, these bylaws or any agreement to the contrary, if so requested by an executive, the Corporation shall advance (within two business day of such request) any and all expenses relating to a proceeding (an “expense advance”), upon the receipt of a written undertaking by or on behalf of such person to repay such expense advance if a judgment or other final adjudication adverse to such person (as to which all rights of appeal have been exhausted or lapsed) establishes that he, with respect to such proceeding, is not eligible for indemnification under the provisions of this Section. Expenses incurred by other employees or agents of the Corporation may be paid in advance upon such terms and conditions as the Board of Directors deems appropriate.

9.7 Right of Executive to Indemnification Upon Applicable; Procedures Upon Application. Any indemnification under Paragraphs 9.1, 9.3, 9.4 and 9.5 hereof, or advancement of expenses under Paragraph 9.6 hereof, shall be made promptly upon the written request of the

 

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executive, unless, with respect to the applications under Paragraph 9.3 or 9.4, a determination is reasonably and promptly made under Paragraph 9.2 that such executive did not meet the applicable standard of conduct set forth in Paragraph 9.3 or 9.4. The right to indemnification or advances as granted by this Section shall be enforceable by the executive in any court of competent jurisdiction, if the claim is improperly denied, in whole or in part, or if no disposition of such claim is made promptly. The executive’s expenses incurred in connection with successfully establishing his right to indemnification or advancement of expenses, in whole or in part, under Paragraphs 9.1, 9.3, 9.4, 9.5 or 9.6 hereof, shall also be indemnified by the Corporation.

9.8 Court Ordered Indemnification. Notwithstanding the failure of the Corporation to provide indemnification due to a failure to satisfy the conditions of Paragraph 9.1, and despite any contrary determination by the Corporation in the specific case under Paragraphs 9.3 or 9.4, an executive of the Corporation who is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another court of competent jurisdiction, and such court may order indemnification and advancement of expenses, including expenses incurred in seeking court ordered indemnification or advancement of expenses, if the court determines that:

(a) The executive is entitled to indemnification or advancement of expenses, or both, under Paragraph 9.1, 9.3, 9.4 or 9.6; or

(b) The executive is fairly and reasonably entitled to indemnification or advancement of expenses, or both, in view of all the relevant circumstances, regardless of whether such person met the standards of conduct set forth in Paragraph 9.1, 9.3 or 9.4

9.9 Partial Indemnity, Etc. If an executive is entitled under any provision of this bylaw to indemnification by the Corporation for some or a portion of the expenses, judgments, fines, penalties, excise taxes and amounts paid or to be paid in settlement of a proceeding, but not, however, for all of the total amount therefor, the Corporation shall nevertheless indemnify such person for the portion thereof to which he is entitled. Moreover, notwithstanding any other provisions of this bylaw, to the extent that such person has been successful on the merits of otherwise in defense of any or all proceedings or in defense of any issue or matter therein, including, without limitation, dismissal without prejudice, such person shall be indemnified against any and all expenses, judgments, fines, penalties, excise taxes and amounts paid or to be paid in settlement of such proceeding. In connection with any determination by the Board of Directors or arbitration that an executive is not entitled to be indemnified hereunder, the burden shall be on the Corporation to establish that he is not so entitled.

9.10 Other Rights and Remedies. Indemnification and advancement of expenses provided by this Section: (a) shall not be deemed exclusive of any other rights to which an executive seeking indemnification may be entitled under any statute, bylaw, agreement, vote of Shareholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding such office; (b) shall continue as to a person who has ceased to be an executive; and (c) shall inure to the benefit of the heirs, executors and administrators of such a person. It is the intent of this bylaw to provide the maximum indemnification possible under applicable law. To the extent applicable law or the Articles of

 

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Incorporation of the Corporation, as in effect on the date hereof or at any time in the future, permit greater indemnification than is provided for in this bylaw, the executive shall enjoy by this bylaw the greater benefits so afforded by such law or provision of the Articles of Incorporation, and this bylaw and the exceptions to indemnification set forth in Paragraph 9.1, to the extent applicable, shall be deemed amended without any further action by the Corporation to grant such greater benefits. All rights to indemnification under this Section shall be deemed to be provided by a contract between the Corporation and the executive who serves in such capacity at any time while these bylaws and other relevant provisions of the Florida Business Corporation Act and other applicable law, if any, are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing.

9.11 Insurance. By resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was an executive against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against each liability under this Section.

9.12 Certain Reduction in Indemnity. The Corporation’s indemnification of any executive shall be reduced by any amounts which such person may collect as indemnification: (a) under any policy of insurance purchased and maintained on his behalf by the Corporation, or (b) from any other corporation, partnership, joint venture, trust or other enterprise for whom the executive has served at the request of the Corporation.

9.13 Notification to Shareholders. If any expenses or other amounts are paid by way of indemnification other than by court order or action by the Shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the time of delivery to the Shareholders of written notice of the next annual meeting of Shareholders, unless such meeting is held within 3 months from the date of such payment, and, in any event, within 15 months from the date of such payment, deliver either personally or by mail to each Shareholder of record at the time entitled to vote for the election of Directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

9.14 Constituent Corporations. For the purposes of this Section, references to the “Corporation” shall include, in addition to any resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any executive of such a constituent corporation shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would if its separate existence had continued.

9.15 Savings Clause. If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each executive as to liability with respect to any proceeding, whether internal or external, including a grand jury proceeding or an action or suit brought by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Section that shall not have been invalidated, or by any applicable provision of Florida law.

 

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9.16 Effective Date. The provisions of this Section shall be applicable to all proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after its adoption.

9.17 Certain Definitions. For the purposes of this Section, certain terms and phrases used herein shall have the meanings set forth below:

(a) The term “enterprise” shall include, but not be limited to, any employee benefit plan.

(b) An “executive” shall mean any person, including a volunteer, who is or was a Director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(c) The term “expenses” shall include, but not be limited to, all costs and expenses (including attorneys’ fees and paralegal expenses) paid or incurred by an executive, in, for or related to a proceeding or in connection with investigating, preparing to defend, defending, being a witness in or participating in a proceeding, including such costs and expenses incurred on appeal. Such attorneys’ fees shall include, but not be limited to, (a) attorneys’ fees incurred by an executive in any and all judicial or administrative proceedings, including appellate proceedings, arising out of or related to a proceeding; (b) attorneys’ fees incurred in order to interpret, analyze or evaluate that person’s rights and remedies in a proceeding or under any contracts or obligations which are the subject of such proceeding; and (c) attorneys’ fees to negotiate with counsel with any claimants, regardless of whether formal legal action is taken against him.

(d) The term “liability” shall include, but not be limited to, the obligation to pay a judgment, settlement, penalty or fine (including an excise tax assessed with respect to any employee benefit plan), and expenses actually and reasonably incurred with respect to a proceeding.

(e) The term “proceeding” shall include, but not be limited to, any threatened, pending or completed action, suit or other type of proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, including, but not limited to, an action by or in the right of any corporation of any type or kind, domestic or foreign, or of any partnership, joint venture, trust, employee benefit plan or other enterprise, whether predicated on foreign, federal, state or local law, to which an executive is a party by reason of the fact that he is or was or has agreed to become a Director, officer, employee or agent of the Corporation or is now or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(f) The phrase “serving at the request of the Corporation” shall include, but not be limited to, any service as a Director, officer, employee or agent of the Corporation that imposes duties on such person, including duties related to an employee benefit plan and its participants or beneficiaries.

 

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(g) The phrase “not opposed to the best interests of the Corporation” describes the actions of a person who acts in good faith and in a manner which he reasonably believes to be in the best interests of the Corporation or the participants and beneficiaries of an employee benefit plan.

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.157 48 d805253dex3157.htm EX-3.157 EX-3.157

Exhibit 3.157

ARTICLES OF INCORPORATION

JACKSONVILLE BEACHES ANESTHESIA ASSOCIATES, INC.

ARTICLE I – NAME

The name of the corporation is JACKSONVILLE BEACHES ANESTHESIA ASSOCIATES, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the corporation shall be perpetual, unless and until terminated pursuant to Florida Law.

ARTICLE III- PURPOSE

The Corporation is organized for the purpose transacting any or all lawful business for corporations for profit organized under the Florida Business Corporation Act.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this corporation, unless and until relocated, is 136 Kingfisher Drive, Pointe Vedra Beach, Florida 32082.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT AND REGISTERED OFFICE

The mailing and street address of the Initial registered office of this Corporation is 2731 Executive Park Drive, Suite 4, Weston, Florida 33331, and the name of the of the initial registered agent of this Corporation at that address is NRAI Services.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the in initial director is:

Susan J. Thomas, MD

136 Kingfisher Drive

Ponte Vedra Beach, FL 32082

The name and address of the person signing these Articles of Incorporation is:

Susan J. Thomas, MD

136 Kingfisher Drive

Ponte Vedra Beach, FL 32082

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 28th day of April, 2008.

 

/s/ Susan J. Thomas

Susan J. Thomas, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That JACKSONVILLE BEACHES ANESTHESIA ASSOCIATES, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named NRAI Services as its agent to accept services of process within the State.

NRAI Services, Inc.

2731 Executive Park Drive, Suite 4

Weston, Florida 33331

ACKNOWLEDGMENT:

Having been named to accept services of process for the Corporation, at the place designated in this Certificate, NRAI services hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 29th day of April, 2008.

 

NRAI Services, Inc.
By:  

/s/ Peter F. Sousa

  Peter F. Sousa
  Assistant Secretary
 EX-3.158 49 d805253dex3158.htm EX-3.158 EX-3.158

Exhibit 3.158

BY-LAWS

OF

JACKSONVILLE BEACHES ANESTHESIA ASSOCIATES. INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated the Board of Directors.

Section 4 Notice. A written notice of each meeting of the shareholders, signed by the Secretary or the person authorized to call the meeting shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and lace the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall service in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified In the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence In person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of the annual meetings of shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the timebeing to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Any certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender o the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost. Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS: FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders. In alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before

the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and (iv) books and records of the Corporation.

This Section 2 does not affect the rights of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for Inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish Its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mall the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation with or before the notice of the next shareholders’ meeting.

Article VII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).    

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding

only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the personal to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or In part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to Indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, If any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described In Section 1 of this Article who serves or served in that capacity at any time while this Article is In effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to Indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the

Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalided or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of JACKSONVILLE BEACHES ANESTHESIA ASSOCIATES, INC. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of April 29, 2008.

 

/s/ Susan Thomas

Susan Thomas, Secretary

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.159 50 d805253dex3159.htm EX-3.159 EX-3.159

Exhibit 3.159

ARTICLES OF ORGANIZATION

OF

JUPITER ANESTHESIA ASSOCIATES, L.L.C.

ARTICLE I - NAME

The name of this limited liability company is JUPITER ANESTHESIA ASSOCIATES, L.L.C. (the “Company”).

ARTICLE II - DURATION

The existence of the Company shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Company is organized for the purpose of transacting any or all business permitted under the Florida Limited Liability Company Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Company, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Company is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent at that address is Jay A. Martus.

ARTICLE VI - MEMBERSHIP

The Company will have a sole Member that will hold all of the units and interests of the Company.

ARTICLE VII - MANAGEMENT

The Company shall be a manager managed organization. The day-to-day business and affairs of the Company shall be managed under the direction of a Board of Directors authorized by the sole Member. The number of Directors may be either increased or decreased from time to time as provided in the Company’s Operating Agreement, but shall never be less than one (1). The names and addresses of the initial Directors of this Company are:

 

Mitchell Eisenberg

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

  

Lewis Gold

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

Robert Coward

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

  

 

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ARTICLE VIII - ORGANIZE

The name and address of the authorized representative signing these Articles of Organization on behalf of the Company is:

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned authorized representative has executed these Articles of Organization of the Company this 26th day of September, 2007.

 

/s/ Jay A. Martus

Jay A. Martus, Authorized Representative

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

The JUPITER ANESTHESIA ASSOCIATES, L.L.C. (the “Company”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this State at its Registered Office as follows:

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Company, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 26th day of September, 2007.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent

 

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EX-3.160 51 d805253dex3160.htm EX-3.160 EX-3.160

Exhibit 3.160

OPERATING AGREEMENT OF

JUPITER ANESTHESIA ASSOCIATES, L.L.C.

This OPERATING AGREEMENT (the “Agreement”), effective as of September 27, 2007, is by and between JUPITER ANESTHESIA ASSOCIATES, L.L.C., a Florida limited liability company (the “Company”) and SUNBEAM ASSET, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company for the purpose of organizing the Company.

WHEREAS, the Company was formed on September 27, 2007 by filing Articles of Organization with the Secretary of State of the State of Florida under the provisions of the Florida Limited Liability Company, as amended, modified or restated from time-to-time (the “Act”).

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member hereby agrees to conduct the business of the Company pursuant to the Act and to organize the Company’s operations in accordance with this Agreement.

ARTICLE I

ORGANIZATION AND DEFINITIONS

1.1 Organization. The Company shall be a manager managed organization.

1.2 Principal Office. The principal office of the Company will be such location as may be determined from time-to-time by the Directors.

1.3 Term. The Company’s existence will continue perpetually unless it is sooner terminated by agreement of all of the Members.

1.4 Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings;

1.4.1 “Affiliate” means with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

1.4.2 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.4.3 “Covered Person” means a Member; any Affiliate of a Member; any directors, officers or managers of the Company; any officers, directors, members, partners, employees, representatives or agents of a Member or any Affiliate of a Member; or any employee or agent of the Company or its Affiliates.

1.4.4 “Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year, and shall also be the Company’s taxable year under the Code.

1.4.5 “Interest” means a Person’s rights to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act, whether as a Member or an assignee of a Member’s Interest. The Interest of a Member is represented by Units held by the Member.

1.4.6 “Majority Interest” means one or more Members holding more than fifty percent (50%) of the Units of the Company.

 

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1.4.7 “Member” means any Person named as a member of the Company on Schedule A hereto, as the same may be amended from time-to-time, and includes any Person admitted as an additional Member or a substitute Member pursuant to the provisions of this Agreement. “Members” means two (2) or more of such Persons when acting in their capacities as Members of the Company. For purposes of the Act, the Members shall constitute one (1) class or group of members.

1.4.8 “Person” shall mean an individual, a corporation, partnership, trust, company, association or any other form of entity, and their permitted heirs, executors, administrators, legal representatives, successors, and assigns.

1.4.9 “Treasury Regulations” shall mean, the permanent, temporary, proposed, or proposed and temporary regulations of the U.S. Department of the Treasury under the Code as such regulations may be lawfully changed from time to time.

1.4.10 “Units” mean evidence of ownership of the Interests in the Company. The number of Units initially held by the Members is set forth in Schedule A attached hereto.

ARTICLE II

PURPOSES AND BUSINESS OF THE COMPANY

2.1 Purposes of the Company. The Company has been formed for the purpose of carrying out any and all lawful activities for companies organized under the Act.

2.2 Authority of the Company. To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

ARTICLE III

THE MEMBER AND LIMITED LIABILITY

3.1 Member; Limited Liability. The sole Member of the Company is Sunbeam Asset, L.L.C. Said Member holds all of the Interests and Units in the Company. The Member shall not have any personal liability whatsoever in its capacity as a Member, whether to the Company, or to the creditors of the Company, for the debts, liabilities, contracts, or any other obligations of the Company, or for any losses of the Company.

3.2 Units. The number and class of Units issued to the Members shall be as set forth on Schedule A. as the same may be amended from time-to-time, and shall be issued at such time as the Board has verified delivery of the Member’s capital contribution. The Interests in the Company will be divided into Units, with each Unit entitling the holder thereof generally, unless otherwise provided for herein, a right: (i) to vote on matters requiring the approval of the Members; and (ii) to receive distributions, all of which shall be as specifically provided herein. Subject to the provisions governing the admission of Additional Members, the Members shall determine the total number of Units of the Company. In no event shall the total number of Units issued by the Company exceed One Thousand (1,000) Units. Each Unit shall be evidenced by a certificate.

ARTICLE IV

MANAGEMENT

4.1 Board of Directors. The day-to-day business and affairs of the Company shall be managed under the direction of a Board of Directors (the “Board” or “Directors”). The Board shall consist of at least one (1) but no more than three (3) individuals appointed by the Member who will supervise the activities of the

 

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Company. Each Director shall hold office until his or her successor shall have been elected and qualified or his or her earlier resignation or removal. Directors need not be residents of the State of Florida or Members of the Company. The Sole Member designates each of the Directors as authorized representatives of the Company, within the meaning of the Act, to do and perform, or cause to be done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as they may deem necessary or appropriate in furtherance of the ordinary course of business of the Company.

4.2 Officers. The Directors shall elect such officers (individually, an “Officer,” or collectively the “Officers”) as they deem necessary for the efficient operation of the Company. The Company shall have a President, Secretary, Treasurer and such Vice Presidents as the Board may determine from time-to-time. The Directors designate each of the Officers as authorized representatives of the Company, within the meaning of the Act, to: (i) execute, deliver and file the Articles of Organization of the Company (and any amendments and/or restatements) and any other documents (and any amendments and/or restatements) necessary for the Company to qualify to transact business in any jurisdiction in which the Company may wish to conduct business; and, (ii) do and perform, or cause to be done and performed, all such acts, deeds and things and to make execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as they may deem necessary or appropriate in furtherance of the ordinary course of business of the Company.

The President of the Company shall be its chief executive officer and chief operating officer and shall manage the business and affairs of the Company subject to the direction of the Board. Each Vice President shall have such duties as are delegated to him by the President or Board. The Secretary shall have custody of and maintain all of the corporate records of the Company, shall record the minutes of all meetings of the Officers and Board, send out all notices of meetings and perform such other duties as are assigned to him by the President or the Board. The Treasurer shall have custody of all corporate funds and financial records, shall keep, full and accurate accounts of receipts and disbursements and render accounts thereof and shall have such other duties as are assigned to him by the President or the Board.

4.3 Officers’ Standard of Care. The Officers shall use their good faith efforts to implement or cause to be implemented all Major Decisions approved by the Members and the decisions of the Board and to conduct or cause to be conducted the ordinary and usual business of the Company in accordance with and subject to the direction of the Board. The President may, except as otherwise determined by the Board, delegate in writing to other Officers, employees or agents of the Company matters for which the President may be responsible. The Officers shall be responsible for obtaining all licenses, permits and approvals necessary for the Company to operate its business.

4.4 Major Decisions. Neither the Officers nor Board may, directly or indirectly, take any of the following actions (referred to as “Major Decisions”) on behalf of the Company without the approval of the Members:

4.4.1 create, incur, assume, refinance or otherwise become liable with respect to any obligation for borrowed money (including guarantees of the indebtedness or other obligations of any Person or Affiliate of the Company);

4.4.2 pledge, mortgage, hypothecate or otherwise encumber any of the Company’s assets (other than in the ordinary course of business);

4.4.3 sell or otherwise dispose of any portion of the business or assets of the Company except in the ordinary course of business;

 

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4.4.4 engage in any business combination, including any merger or consolidation, or sell all or substantially all of the assets or properties of the Company; or

4.4.5 consent to or file for any bankruptcy, custodianship, receivership or trusteeship of the Company.

4.5 Resignation. Any Director or Officer of the Company may resign at any time by giving notice to the Members of the Company in the case of a Director, and Board of Directors in the case of an Officer. The resignation of any Director or Officer shall take effect upon receipt of written notice thereof or at such later time as shall be specified in such notice; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Director resigns, the Members shall have the right to replace such Director. If an Officer resigns the Board of Directors shall have the right to replace such Officer.

ARTICLE V

MEETINGS

5.1 Annual Meeting. If required under the Act, an annual meeting of the Members shall be held on the second Tuesday in March or at such other time as shall be determined by the Members, for the transaction of such business as may come before the meeting.

5.2 Special Meetings. Special meetings of the Members, for any purpose or purposes unless otherwise prescribed by statute, may be called by any Member.

5.3 Voting Rights. The Members shall have voting rights in accordance with the number of Units held by the Members, with respect to all matters relating to the Company’s business, other than determining whether a quorum exists for the conduct of a meeting of Members.

5.4 Quorum. Fifty-one percent (51%) of the Units of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members.

5.5 Manner of Acting. If a quorum is present, the affirmative vote of a Majority Interest of the Members shall be the act of the Members.

5.6 Proxies. At all meetings of Members, a Member may vote in person or by written proxy or by a duly authorized attorney-in-fact.

5.7 Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the Members holding the requisite number of Units required to approve the action, and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company’s records. Action taken under this Section is effective when Members holding the requisite number of Units have signed the consent unless the consent specifies a different effective date. Any Member who has not consented to the action shall receive a copy of the consent describing the actions taken within ten (10) days of the effective date of the consent.    

ARTICLE VI

TAX AND ACCOUNTING MATTERS

6.1 Taxation as Company. The Company shall elect to be treated as a corporation for U.S. Federal Income Tax purposes pursuant to Treasury Regulation Section 301.7701-3.

 

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6.2 Federal Tax Returns. The Treasurer shall cause the Company’s accountants to prepare, on a timely basis, at the expense of the Company, for each Fiscal Year (or part thereof), federal tax returns in compliance with the provisions of the Code and any required state and local tax returns.

6.3 Accounting Method. For financial reporting purposes and for purposes of determining profits and losses, the books and records of the Company shall be kept in accordance with generally accepted accounting principles consistently applied and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

6.4 Distributions. All distributions to the Members shall be made prorata in accordance with the number of Units held by each Member.

ARTICLE VII

RESTRICTIONS ON TRANSFERABILITY

7.1 Transfers Prohibited. A Member may not transfer, assign, pledge, encumber, or otherwise dispose of all or any part of its interest in the Company without the consent of a Majority Interest of the Members, whether voluntary, involuntary, or by operation of law or otherwise.

7.2 Effect of Transfer. Except as otherwise herein specifically provided, any sale, transfer, assignment, pledge, encumbrance, or other disposal or purported sale, transfer, assignment, pledge, encumbrance, or other disposal of any Interest in the Company shall be null and void. Each purchaser and any subsequent transferee of an Interest in the Company approved by the Members, shall hold such Interest in the Company subject to all of the terms, conditions and provisions of this Agreement and shall make no further transfer, whether by sale, gift, bequest, or otherwise, except as provided in this Agreement, and shall execute a counterpart to become subject to and bound by the terms of this Agreement.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation.

8.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement.

8.2.2 A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company or the Covered Person by any Person engaged by the Company and who has been selected with reasonable care as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence.

8.3 Indemnification. To the fullest extent permitted by the Act and applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person provided that (i) any such action was undertaken in good faith on behalf of the Company and in a manner reasonably

 

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believed to be in, or not opposed to, the best interests of the Company, (ii) any such action was reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, and (iii) with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe his action or omission was unlawful.

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified under the provisions of Section 8.3 hereof.

8.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Members shall determine, against any liability that may be asserted or expenses that may be incurred in connection with the activities of the Company.

8.6 Survival of Indemnity Provisions. Except as otherwise specifically provided herein, all of the indemnity provisions contained in this Agreement shall survive a Member’s, Director’s and Officer’s ceasing to be a Member, Director or Officer of the Company.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or communication to be given under the terms of this Agreement shall be in writing and shall be personally delivered or sent by facsimile, overnight delivery, or registered or certified mail, return receipt requested. Notice shall be effective upon receipt.

9.2 Application of Florida Law. This Agreement shall be governed by the laws of the State of Florida, without application of conflict of laws principles.

9.3 Waiver of Action of Partition. Each Member irrevocably waives during the term of the Company any right that he may have to maintain any action for partition with respect to the property of the Company.

9.4 Amendments. Except as otherwise provided within this Agreement or the Act, this Agreement may only be amended by the written agreement of a Majority Interest of the Members.

9.5 Construction. Whenever the singular is used in this Agreement, when required by the context the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.6 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

9.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.8 Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns.

 

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9.9 Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed, to confer upon or give any Person other than the parties hereto, any rights or remedies, under or by reason of this Agreement, or result in their being deemed a third party beneficiary of this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any Member.

9.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

COMPANY:

JUPITER ANESTHESIA ASSOCIATES, L.L.C.

a Florida limited liability company

By:  

/s/ Lewis Gold

  Lewis Gold, President
SOLE MEMBER:

SUNBEAM ASSET, L.L.C.,

a Delaware limited liability company

By:  

/s/ Mitchell Eisenberg

  Mitchell Eisenberg, Chief Executive Officer

 

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OPERATING AGREEMENT OF

JUPITER ANESTHESIA ASSOCIATES, L.L.C.

EXHIBIT A

MEMBERS

 

NAME/ADDRESS

   

NUMBER OF UNITS

   

PERCENTAGE INTEREST

Sunbeam Asset, L.L.C.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

    100    100%

Dated as of September     , 2007

EX-3.161 52 d805253dex3161.htm EX-3.161 EX-3.161

Exhibit 3.161

ARTICLES OF ORGANIZATION

OF

JUPITER HEALTHCARE, LLC

ARTICLE I - NAME

The name of this limited liability company is Jupiter Healthcare, LLC (the “Company”).

ARTICLE II - DURATION

The existence of the Company shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Company is organized for the purpose of transacting any or all business permitted under the Florida Limited Liability Company Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Company, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Company is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent at that address is Jay A. Martus.

ARTICLE VI - MEMBERSHIP

The Company will have a sole Member that will hold all of the units and interests of the Company.

ARTICLE VII - MANAGEMENT

The Company shall be a manager managed organization. The day-to-day business and affairs of the Company shall be managed under the direction of a Board of Directors authorized by the sole Member. The number of Directors may be either increased or decreased from time to time as provided in the Company’s Operating Agreement, but shall never be less than one (1). The names and addresses of the initial Directors of this Company are:

 

Robert Coward

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

   

John Carlyle

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

 

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ARTICLE VIII - ORGANIZE

The name and address of the authorized representative signing these Articles of Organization on behalf of the Company is:

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned authorized representative has executed these Articles of Organization of the Company this 11th day of June, 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Authorized Representative

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

The Jupiter Healthcare, LLC (the “Company”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this State at its Registered Office as follows:

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Company, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 11th day of June, 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent

 

3

EX-3.162 53 d805253dex3162.htm EX-3.162 EX-3.162

Exhibit 3.162

OPERATING AGREEMENT OF

JUPITER HEALTHCARE, L.L.C.

This OPERATING AGREEMENT (the “Agreement”), effective as of June 11, 2013, is by and between JUPITER HEALTHCARE, LLC, a Florida limited liability company (the “Company”) and SHERIDAN HEALTHCORP, INC, a Florida corporation, as the sole member (the “Member”) of the Company for the purpose of organizing the Company.

WHEREAS, the Company was formed on June 11, 2013 by filing Articles of Organization with the Secretary of State of the State of Florida under the provisions of the Florida Limited Liability Company Act, as amended, modified or restated from time-to-time (the “Act”).

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member hereby agrees to conduct the business of the Company pursuant to the Act and to organize the Company’s operations in accordance with this Agreement.

ARTICLE I

ORGANIZATION AND DEFINITIONS

1.1 Organization. The Company shall be a manager managed organization.

1.2 Principal Office. The principal office of the Company will be such location as may be determined from time-to-time by the Directors.

1.3 Term. The Company’s existence will continue perpetually unless it is sooner terminated by agreement of all of the Members.

1.4 Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings;

1.4.1 “Affiliate” means with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

1.4.2 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.4.3 “Covered Person” means a Member; any Affiliate of a Member; any directors, officers or managers of the Company; any officers, directors, shareholders, partners, employees, representatives or agents of a Member or any Affiliate of a Member; or any employee or agent of the Company or its Affiliates.

1.4.4 “Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year, and shall also be the Company’s taxable year under the Code.

1.4.5 “Interest” means a Person’s rights to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act, whether as a Member or an assignee of a Member’s Interest. The Interest of a Member is represented by Units held by the Member.

1.4.6 “Majority Interest” means one or more Members holding more than fifty percent (50%) of the Units of the Company.

 

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1.4.7 “Member” means any Person named as a member of the Company on Schedule A hereto, as the same may be amended from time-to-time, and includes any Person admitted as an additional Member or a substitute Member pursuant to the provisions of this Agreement. “Members” means two (2) or more of such Persons when acting in their capacities as Members of the Company. For purposes of the Act, the Members shall constitute one (1) class or group of members.

1.4.8 “Person” shall mean an individual, a corporation, partnership, trust, company, association or any other form of entity, and their permitted heirs, executors, administrators, legal representatives, successors, and assigns.

1.4.9 “Treasury Regulations” shall mean, the permanent, temporary, proposed, or proposed and temporary regulations of the U.S. Department of the Treasury under the Code as such regulations may be lawfully changed from time to time.

1.4.10 “Units” mean evidence of ownership of the Interests in the Company. The number of Units initially held by the Members is set forth in Schedule A attached hereto.

ARTICLE II

PURPOSES AND BUSINESS OF THE COMPANY

2.1 Purposes of the Company. The Company has been formed for the purpose of carrying out any and all lawful activities for companies organized under the Act.

2.2 Authority of the Company. To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

ARTICLE III

THE MEMBER AND LIMITED LIABILITY

3.1 Member; Limited Liability. The sole Member of the Company is Sheridan Healthcorp, Inc. Said Member holds all of the Interests and Units in the Company. The Member shall not have any personal liability whatsoever in its capacity as a Member, whether to the Company, or to the creditors of the Company, for the debts, liabilities, contracts, or any other obligations of the Company, or for any losses of the Company.

3.2 Units. The number and class of Units issued to the Members shall be as set forth on Schedule A. as the same may be amended from time-to-time, and shall be issued at such time as the Board has verified delivery of the Member’s capital contribution. The Interests in the Company will be divided into Units, with each Unit entitling the holder thereof generally, unless otherwise provided for herein, a right: (i) to vote on matters requiring the approval of the Members; and (ii) to receive distributions, all of which shall be as specifically provided herein. Subject to the provisions governing the admission of Additional Members, the Members shall determine the total number of Units of the Company. In no event shall the total number of Units issued by the Company exceed One Thousand (1,000) Units. Each Unit shall be evidenced by a certificate.

ARTICLE IV

MANAGEMENT

4.1 Board of Directors. The day-to-day business and affairs of the Company shall be managed under the direction of a Board of Directors (the “Board” or “Directors”). The Board shall consist of at least one (1) but no more than three (3) individuals appointed by the Member who will supervise the activities of the

 

2

Company. Each Director shall hold office until his or her successor shall have been elected and qualified or his or her earlier resignation or removal. Directors need not be residents of the State of Florida or Members of the Company. The Sole Member designates each of the Directors as authorized representatives of the Company, within the meaning of the Act, to do and perform, or cause to be done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as they may deem necessary or appropriate in furtherance of the ordinary course of business of the Company.

4.2 Officers. The Directors shall elect such officers (individually, an “Officer,” or collectively the “Officers”) as they deem necessary for the efficient operation of the Company. The Company shall have a President, Secretary, Treasurer and such Vice Presidents as the Board may determine from time-to-time. The Directors designate each of the Officers as authorized representatives of the Company, within the meaning of the Act, to: (i) execute, deliver and file the Articles of Organization of the Company (and any amendments and/or restatements) and any other documents (and any amendments and/or restatements) necessary for the Company to qualify to transact business in any jurisdiction in which the Company may wish to conduct business; and, (ii) do and perform, or cause to be done and performed, all such acts, deeds and things and to make execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as they may deem necessary or appropriate in furtherance of the ordinary course of business of the Company.

The President of the Company shall be its chief executive officer and chief operating officer and shall manage the business and affairs of the Company subject to the direction of the Board. Each Vice President shall have such duties as are delegated to him by the President or Board. The Secretary shall have custody of and maintain all of the corporate records of the Company, shall record the minutes of all meetings of the Officers and Board, send out all notices of meetings and perform such other duties as are assigned to him by the President or the Board. The Treasurer shall have custody of all corporate funds and financial records, shall keep, full and accurate accounts of receipts and disbursements and render accounts thereof and shall have such other duties as are assigned to him by the President or the Board.

4.3 Officers’ Standard of Care. The Officers shall use their good faith efforts to implement or cause to be implemented all Major Decisions approved by the Members and the decisions of the Board and to conduct or cause to be conducted the ordinary and usual business of the Company in accordance with and subject to the direction of the Board. The President may, except as otherwise determined by the Board, delegate in writing to other Officers, employees or agents of the Company matters for which the President may be responsible. The Officers shall be responsible for obtaining all licenses, permits and approvals necessary for the Company to operate its business.

4.4 Major Decisions. Neither the Officers nor Board may, directly or indirectly, take any of the following actions (referred to as “Major Decisions”) on behalf of the Company without the approval of the Members:

4.4.1 create, incur, assume, refinance or otherwise become liable with respect to any obligation for borrowed money (including guarantees of the indebtedness or other obligations of any Person or Affiliate of the Company);

4.4.2 pledge, mortgage, hypothecate or otherwise encumber any of the Company’s assets (other than in the ordinary course of business);

4.4.3 sell or otherwise dispose of any portion of the business or assets of the Company except in the ordinary course of business;

 

3

4.4.4 engage in any business combination, including any merger or consolidation, or sell all or substantially all of the assets or properties of the Company; or

4.4.5 consent to or file for any bankruptcy, custodianship, receivership or trusteeship of the Company.

4.5 Resignation. Any Director or Officer of the Company may resign at any time by giving notice to the Members of the Company in the case of a Director, and Board of Directors in the case of an Officer. The resignation of any Director or Officer shall take effect upon receipt of written notice thereof or at such later time as shall be specified in such notice; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Director resigns, the Members shall have the right to replace such Director. If an Officer resigns the Board of Directors shall have the right to replace such Officer.

ARTICLE V

MEETINGS

5.1 Annual Meeting. If required under the Act, an annual meeting of the Members shall be held on the second Tuesday in March or at such other time as shall be determined by the Members, for the transaction of such business as may come before the meeting.

5.2 Special Meetings. Special meetings of the Members, for any purpose or purposes unless otherwise prescribed by statute, may be called by any Member.

5.3 Voting Rights. The Members shall have voting rights in accordance with the number of Units held by the Members, with respect to all matters relating to the Company’s business, other than determining whether a quorum exists for the conduct of a meeting of Members.

5.4 Quorum. Fifty-one percent (51%) of the Units of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members.

5.5 Manner of Acting. If a quorum is present, the affirmative vote of a Majority Interest of the Members shall be the act of the Members.

5.6 Proxies. At all meetings of Members, a Member may vote in person or by written proxy or by a duly authorized attorney-in-fact.

5.7 Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the Members holding the requisite number of Units required to approve the action, and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company’s records. Action taken under this Section is effective when Members holding the requisite number of Units have signed the consent unless the consent specifies a different effective date. Any Member who has not consented to the action shall receive a copy of the consent describing the actions taken within ten (10) days of the effective date of the consent.    

ARTICLE VI

TAX AND ACCOUNTING MATTERS

6.1 Taxation as Company. The Company shall elect to be treated as a corporation for U.S. Federal Income Tax purposes pursuant to Treasury Regulation Section 301.7701-3.

 

4

6.2 Federal Tax Returns. The Treasurer shall cause the Company’s accountants to prepare, on a timely basis, at the expense of the Company, for each Fiscal Year (or part thereof), federal tax returns in compliance with the provisions of the Code and any required state and local tax returns.

6.3 Accounting Method. For financial reporting purposes and for purposes of determining profits and losses, the books and records of the Company shall be kept in accordance with generally accepted accounting principles consistently applied and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

6.4 Distributions. All distributions to the Members shall be made prorata in accordance with the number of Units held by each Member.

ARTICLE VII

RESTRICTIONS ON TRANSFERABILITY

7.1 Transfers Prohibited. A Member may not transfer, assign, pledge, encumber, or otherwise dispose of all or any part of its interest in the Company without the consent of a Majority Interest of the Members, whether voluntary, involuntary, or by operation of law or otherwise.

7.2 Effect of Transfer. Except as otherwise herein specifically provided, any sale, transfer, assignment, pledge, encumbrance, or other disposal or purported sale, transfer, assignment, pledge, encumbrance, or other disposal of any Interest in the Company shall be null and void. Each purchaser and any subsequent transferee of an Interest in the Company approved by the Members, shall hold such Interest in the Company subject to all of the terms, conditions and provisions of this Agreement and shall make no further transfer, whether by sale, gift, bequest, or otherwise, except as provided in this Agreement, and shall execute a counterpart to become subject to and bound by the terms of this Agreement.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation.

8.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement.

8.2.2 A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company or the Covered Person by any Person engaged by the Company and who has been selected with reasonable care as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence.

8.3 Indemnification. To the fullest extent permitted by the Act and applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person provided that (i) any such action was undertaken in good faith on behalf of the Company and in a manner reasonably

 

5

believed to be in, or not opposed to, the best interests of the Company, (ii) any such action was reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, and (iii) with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe his action or omission was unlawful.

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified under the provisions of Section 8.3 hereof.

8.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Members shall determine, against any liability that may be asserted or expenses that may be incurred in connection with the activities of the Company.

8.6 Survival of Indemnity Provisions. Except as otherwise specifically provided herein, all of the indemnity provisions contained in this Agreement shall survive a Member’s, Director’s and Officer’s ceasing to be a Member, Director or Officer of the Company.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or communication to be given under the terms of this Agreement shall be in writing and shall be personally delivered or sent by facsimile, overnight delivery, or registered or certified mail, return receipt requested. Notice shall be effective upon receipt.

9.2 Application of Florida Law. This Agreement shall be governed by the laws of the State of Florida, without application of conflict of laws principles.

9.3 Waiver of Action of Partition. Each Member irrevocably waives during the term of the Company any right that he may have to maintain any action for partition with respect to the property of the Company.

9.4 Amendments. Except as otherwise provided within this Agreement or the Act, this Agreement may only be amended by the written agreement of a Majority Interest of the Members.

9.5 Construction. Whenever the singular is used in this Agreement, when required by the context the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.6 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

9.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.8 Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns.

 

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9.9 Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed, to confer upon or give any Person other than the parties hereto, any rights or remedies, under or by reason of this Agreement, or result in their being deemed a third party beneficiary of this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any Member.

9.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

COMPANY:

JUPITER HEALTHCARE, LLC

a Florida limited liability company

By:

  

/s/ Robert Coward

  Robert Coward, President
SOLE MEMBER:

SHERIDAN HEALTHCORP, INC.,

a Florida corporation

By:  

/s/ Jay A. Martus

  Jay A. Martus, Executive Vice President

 

7

OPERATING AGREEMENT OF

JUPITER HEALTHCARE, LLC

EXHIBIT A

MEMBERS

 

NAME/ADDRESS

    NUMBER OF UNITS    PERCENTAGE INTEREST

Sheridan Healthcorp, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

    100    100%

Dated as of June 11, 2013

EX-3.163 54 d805253dex3163.htm EX-3.163 EX-3.163

Exhibit 3.163

ARTICLES OF ORGANIZATION

OF

SHERIDAN NEW GENERATIONS, INC.

ARTICLE I - NAME

The name of this corporation is SHERIDAN NEW GENERATIONS, INC. (the Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 4651 Sheridan Street, Suite 200, Hollywood, Florida 33021.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

Mitchell Eisenberg

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

Lewis Gold

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

Michael Schundler

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

 

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ARTICLE VIII - ORGANIZE

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this      day of May, 1998.

 

/s/ Jay A. Martus

Jay A. Martus, Esq., Incorporator

 

2

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

WITNESSETH:

That SHERIDAN NEW GENERATIONS, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan New Generations, Inc.

4651 Sheridan Street

Suite 200

Hollywood, FL 33021

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this      day of May, 1998.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent

 

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ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

SHERIDAN NEW GENERATIONS, INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 607, Florida Statutes, effective May 26, 1998 under the name of SHERIDAN NEW GENERATIONS, INC, Document No. P98000046775.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of SHERIDAN NEW GENERATIONS, INC (the “Corporation”) are as follows:

1. The name of the Corporation is Sheridan New Generations, Inc.

2. The Articles of Amendment to the Articles of Incorporation were adopted by all of the directors and the sole shareholder of the Corporation on January 15, 2004 in the manner prescribed by Section 607.1003, Florida Statutes, as follows:

RESOLVED, that Article I of the Articles of Incorporation of Sheridan New Generations, Inc. is hereby authorized to be amended in its entirety to read as follows, effective as of January 15, 2004:

ARTICLE I - NAME

The name of the corporation shall be New Generations Babee Bag, Inc. (the “Corporation”), and its principal place of business, unless and until relocated, shall be located at 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

3. The foregoing Articles of Amendment to the Articles of Incorporation of Sheridan New Generations, Inc. shall be effective as of January 15, 2004.

 

   

CORPORATION:

 

SHERIDAN HEALTHCARE NEW
  GENERATIONS, INC.

Date: January 15, 2004

     By:  

/s/ Jay A. Martus

      Jay A. Martus, Senior Vice President & Secretary

 

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CERTIFICATE OF SECRETARY

JAY A. MARTUS, Secretary of SHERIDAN NEW GENERATIONS, INC. certifies as follows:

 

  1. The foregoing Articles of Amendment to the Articles of Incorporation of SHERIDAN NEW GENERATIONS, INC were adopted pursuant to a unanimous consent of the sole shareholder and all of the directors, dated and effective as of January 15, 2004; and,

 

  2. I have executed the foregoing Articles of Amendment to the Articles of Incorporation on behalf of the sole shareholder and all of the directors.

 

/s/ Jay A. Martus

Jay A. Martus, Secretary

 

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EX-3.164 55 d805253dex3164.htm EX-3.164 EX-3.164

Exhibit 3.164

BY-LAWS

OF

SHERIDAN NEW GENERATIONS, INC

n/k/a

NEW GENERATIONS BABEE BAG, INC

ARTICLE I.

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least 10 percent of the Corporation’s stock having the right and entitled to vote at the meeting unless a greater percentage not to exceed 50 percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than nor more than 60 days after the request is made. The call for a meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

 

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Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a dear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II.

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be residents of Florida or shareholders of the Corporation.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting Or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have three (3) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office

 

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until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

 

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Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at the meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III.

OFFICERS

Section 1 Officers. The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The Chairman of the Board shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

 

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Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The President and the Treasurer will be the signatories on the Corporation’s checking account(s). All checks will require one signature of the President or the Treasurer.

The Corporation shall only have accounts with financial institutions as determined by the Board of Directors. The Board of Directors may designate additional signatories on the Corporation’s checking account(s)s.

ARTICLE IV.

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V.

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI.

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: (i) its articles or restated articles of incorporation and all amendments to them currently in effect; (ii) these Bylaws or restated Bylaws and all amendments currently in effect; (iii) resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (iv) the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; (v) written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; (vi) a list of names and business street addresses of its current directors and officers; and, (vii) its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written from within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any

 

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meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or the litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VII.

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorney’s fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs. Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall

 

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be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited bylaw or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither; (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or arty committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counselor otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida Business Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

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ARTICLE VIII.

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE IX.

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan New Generations, Inc. are the Bylaws duly adopted by the directors of the Corporation pursuant to a written consent to organizational action dated as of November 30, 1998 to be effective as of May 27, 1998.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.165 56 d805253dex3165.htm EX-3.165 EX-3.165

Exhibit 3.165

ARTICLES OF INCORPORATION

OF

NORTH FLORIDA PERINATAL ASSOCIATES, INC.

ARTICLE I – NAME

The name of this corporation is North Florida Perinatal Associates, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any and all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and address of the initial directors of this Corporation are:

 

   John Carlyle    Robert Coward
   1613 North Harrison Parkway    1613 North Harrison Parkway
   Suite 200    Suite 200
   Sunrise, FL 33323    Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 19th day of July, 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

WITNESSETH:

That North Florida Perinatal Associates, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

North Florida Perinatal Associates, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 19th day of July, 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.166 57 d805253dex3166.htm EX-3.166 EX-3.166

Exhibit 3.166

BY-LAWS

OF

NORTH FLORIDA PERINATAL ASSOCIATES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting

will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

 

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Section 4 Number. The Corporation shall have two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office, or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

 

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Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

 

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A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

 

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Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing

 

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their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section l(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

 

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This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements,

 

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penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section l(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a

 

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request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer, or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation

 

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(including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

 

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Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of NORTH FLORIDA PERINATAL ASSOCIATES, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of July 19, 2013.

 

/S/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.167 58 d805253dex3167.htm EX-3.167 EX-3.167

Exhibit 3.167

ARTICLES OF INCORPORATION

OF

GROUP PRACTICE MANAGEMENT, INC.

ARTICLES I – NAME

The name of the corporation is GROUP PRACTICE MANAGEMENT, INC. (the “Corporation”).

ARTICLE II – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE III – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 10,000 shares of Common Stock, par value $.01 per share.

ARTICLE IV – INITIAL REGISTERED AGENT

The mailing and street address of the initial registered office of this Corporation is 3856 Sheridan Street, Hollywood, Florida 33021; and the name of the initial registered agent of this Corporation at that address is Charles Fotsch.

ARTICLE V – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation is 385 Sheridan Street, Hollywood, Florida 33021.

ARTICLE VI – INITIAL BOARD OF DIRECTORS

The Corporation shall have six (6) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Donald H. Anker

3856 Sheridan Street

Hollywood, FL 33021

 

Gary Karch

3856 Sheridan Street

Hollywood, FL 33021

 

Mark Hoser

3856 Sheridan Street

Hollywood, FL 33021

   

Mitchell Eisenberg

3856 Sheridan Street

Hollywood, FL 33021

 

George Lipton

3856 Sheridan Street

Hollywood, FL 33021

 

Steven M. Sheinman

3856 Sheridan Street

Hollywood, FL 33021

ARTICLE VII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

  

Jeffrey E. Levey, Esq.

Levey & Martus, P.A.

1101 Brickell Avenue

Suite 1100

Miami, Florida 33131

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 10th day of August, 1992.

 

/s/ Jeffrey E. Levey

Jeffrey E. Levey, Esq.,
Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That GROUP PRACTICE MANAGEMENT, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Charles Fotsch as its agent to accept service of process within this state.

 

  

Group Practice Management, Inc.

3856 Sheridan Street

Hollywood, Florida 33021

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 10th day of August, 1992.

 

/s/ Charles Fotsch

Charles Fotsch, Registered Agent

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

GROUP PRACTICE MANAGEMENT, INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 607, Florida Statutes, effective August 14, 1992 under Document No V57437.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of Group Practice Management, Inc. (the “Corporation”) are as follows:

1. The name of the Corporation is Group Practice Management, Inc.

2. The Articles of Amendment to the Articles of Incorporation were adopted by all of the directors and the sole shareholder of the Corporation on June 22, 1995, in the manner prescribed by Section 607.1003, Florida Statutes, as follows:

RESOLVED, that Article I of the Articles of Incorporation of Group Practice Management, Inc. are hereby authorized to be amended in their entirety to read as follows, effective June 22, 1995:

ARTICLE I – NAME

The name of the corporation shall be MediServ, Inc. (the “Corporation”), and its principle place of business, unless and until relocated, shall be located at 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021.

3. The foregoing Articles of Amendment to Articles of Incorporation of Group Practice Management, Inc. shall be effective as of June 22, 1995.

 

      CORPORATION:
      GROUP PRACTICE MANAGEMENT, INC.
Dated:   June 22, 1995     By:  

/s/ Mitchell Eisenberg, M.D.

        Mitchell Eisenberg, M.D.
        President
       
  [Corporate Seal]      
Attest:  

/s/ Jay A. Martus

      
  Secretary      

STATE OF FLORIDA   )
  )
COUNTY OF BROWARD   )

I HEREBY CERTIFY that on this date the foregoing document was acknowledged before me by MITCHELL EISENBERG, M.D., President of GROUP PRACTICE MANAGEMENT, INC. (the “Corporation”), who is personally known to me or who has produce                      as identification and who did/did not take an oath. He executed the foregoing Articles of Amendment to the Articles of Incorporation of Group Practice Management, Inc. in his capacity as President on behalf of the sole shareholder and all of the directors of the Corporation, pursuant to a unanimous consent of the sole shareholder and all of the directors of the Corporation, dated June 22, 1995, adopting the foregoing Articles of Amendment to the Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at Broward County, Florida, this 22nd day of June, 1995.

 

My Commission Expires    

/s/ Anastasia L. Santarone

    Anastasia L. Santarone
[Notary Seal]     Notary Public
    State of Florida at Large

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

MEDISERV, INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 607, Florida Statutes, effective August 14, 1992 under the name of Group Practice Management, Inc., Document No. V57437, and its name was changed to MediServ, Inc., by amendment filed June 29, 1995.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of MEDISERV, Inc. (the “Corporation”) are as follows:

1. The name of the Corporation is MediServ, Inc.

2. The Articles of Amendment to the Articles of Incorporation were adopted by all of the directors and the sole shareholder of the Corporation on May 25, 2000 in the manner prescribed by Section 607.1003, Florida Statutes, as follows:

RESOLVED, that Article I of the Articles of Incorporation of MediServ, Inc. is hereby authorized to be amended in its entirety to read as follows, effective as of May 26, 2000:

ARTICLE – NAME

The name of the corporation shall be Parity Healthcare, Inc. (the “Corporation”), and its principle place of business, unless and until relocated, shall be located at 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021.

3. The foregoing Articles of Amendment to the Articles of Incorporation of MediServ, Inc. shall be effective as of May 30, 2000.

 

      CORPORATION:
      MEDISERV, INC.
Dated:   May 30, 2000     By:  

/s/ Jay A. Martus, V.P.

        Jay A. Martus, Vice President & Secretary

CERTIFICATE OF SECRETARY

JAY A. MARTUS, secretary of MEDISERV, INC. certifies as follows:

 

  1. the foregoing Articles of Amendment to the Articles of Incorporation of MEDISERV, INC. were adopted pursuant to a unanimous consent of the sole shareholders and all of the directors, dated as of May 26, 2000, to be effective as of May 30, 2000; and,

 

  2. I have executed the foregoing Articles of Amendment to the Articles of Incorporation on behalf of the shareholder and all of the directors.

 

/s/ Jay A. Martus, Sec.

Jay A. Martus, Secretary
 EX-3.168 59 d805253dex3168.htm EX-3.168 EX-3.168

Exhibit 3.168

BY-LAWS

OF

PARITY HEALTHCARE, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at 10:00 A.M. on September 1 of each year, beginning in 1993, or at another time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President of the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required by Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age, residents of Florida and shareholders of the Corporation.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action or any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the-beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least six (6) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is presented shall be the act of the Board of Directors.

Section 9 Executive and Other Committee. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time. Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting

 

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constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a Chairman of the Board, President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an-officer, each person elected as an

 

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officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The Chairman of the Board shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4. Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. IF the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officers, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS: FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all action taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

 

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Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the of Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its

 

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shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Articles, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated, or to be initiated, by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of such Proceeding from the indemnified person.

Section 2 Advance of Costs. Charges and Expenses. Except if the Corporation shall determine in its reasonable discretion that a matter or claim for which indemnification is being sought is not indemnifiable under the terms of the indemnification obligations described in this Article, costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted by law in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors of the Corporation (the “Undertaking”) by or on behalf of the indemnified person to repay all

 

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amounts so advanced, unless it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article. Notwithstanding the immediately preceding sentence, in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person, the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors of the Corporation may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure for Indemnification: Conduct or Defense and Counsel. Any indemnification or advance under this Article shall be made promptly and, in any event, within 60 days after delivery of the written request of the indemnified person. The right to indemnification or advances as granted by this Article shall be enforceable by the indemnified person in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in any action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current legislation or by current judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances

 

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because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request

 

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of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE VIII

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE IX

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of PARITY HEALTHCARE, INC. f/k/a MEDISERV, INC. and f/k/a GROUP PRACTICE MANAGEMENT, INC. are the Bylaws duly adopted by all of the directors of the Corporation by a written consent to organizational action dated as of August 14, 1992.

 

Date: June 2, 2000    

/s/ Jay Martus, Sec.

    Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.169 60 d805253dex3169.htm EX-3.169 EX-3.169

Exhibit 3.169

ARTICLES OF INCORPORATION

OF

PARTNERS IN MEDICAL BILLING, INC.

ARTICLE I – NAME

The name of this corporation is Partners in Medical Billing, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 670 Carrot Wood Terrace, Plantation, FL 33324.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1200 South Pine Island, Plantation, FL 33324; and the name of the initial registered agent of this Corporation at that address is CT Corporation System.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the initial director of this Corporation is:

Andrew Greenfield, M.D.

670 Carrot Wood Terrace

Plantation, FL 33324

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Andrew Greenfield, M.D.

670 Carrot Wood Terrace

Plantation, FL 33324

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 13th day of July, 2012.

 

/s/ Andrew Greenfield

Andrew Greenfield, M.D., Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Partners in Medical Billing, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named CT Corporation System as its agent to accept service of process within this state.

CT Corporation System

1200 South Pine Island

Plantation, FL 33324

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, CT Corporation System hereby agrees to act in this capacity, and further agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 13th day of July, 2012.

 

CT Corporation System
By:  

/s/ Madonna Cuddihy

Name:  

Madonna Cuddihy

Title:  

Special Assistant Secretary

 EX-3.170 61 d805253dex3170.htm EX-3.170 EX-3.170

Exhibit 3.170

BY-LAWS

OF

PARTNERS IN MEDICAL BILLING, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of Partners in Medical Billing, Inc. (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of

Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, ,shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

 

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Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is

 

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taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

 

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Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice of waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given

 

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to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chose, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

 

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The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the president when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Any certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of records or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: Its articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

 

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This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article 1, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, ,and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

 

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The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any

 

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threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided, that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a

 

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Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

 

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Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of PARTNERS IN MEDICAL BILLING, INC. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of July 16, 2012.

 

/s/ Jay Martus

Jay Martus, Secretary

 

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EX-3.171 62 d805253dex3171.htm EX-3.171 EX-3.171

Exhibit 3.171

Kansas Secretary of State

For Profit Articles of Incorporation

All information must be completed or this document will not be accepted for filing.

1. Name of the corporation

Physician Office Partners, Inc.

2. Address of registered office in Kansas (Address must be a street address. A post office box is unacceptable.)

10308 State Line, Leawood, KS 66206

Name of resident agent at above address:

Carl Slater

3. Name of corporation’s business or purpose

Billing service for physicians.

4. Total number of shares that this corporation is authorized to issue:

100 shares of common stock, class A par value of one dollars each

State any designations, powers, rights, limitations or restrictions applicable to any class of stock or any special grant of authority to be given to the board of directors: N/A

5. Name and mailing address of incorporator(s):

Carl Slater, 10308 State Line, Leawood, KS 66206

Rob Davey, 10308 State Line, Leawood, KS 66206

6. Name and mailing address of each person who is to serve as a director:

Carl Slater, 10308 State Line, Leawood, KS 66206

Rob Davey, 10308 State Line, Leawood, KS 66206

7. Is this corporation perpetual? Yes

If no, the term for which this corporation is to exist             

 

  * Tax closing date, if known: December 31

I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct.

Executed on the 16th of June, 2002.

Signatures must correspond exactly to the names of the incorporators listed in Article 5.

 

/s/ Carl Slater

/s/ Rob Davey

Mailing Information

Where would you like the Secretary of State’s office to send official mail? If no address is given, the mail will be sent to the registered office.

 

 

Street Address   City   State   Zip Code

The mail should be addressed to the following individual:                                         

Please submit this form in duplicate with the $75 filing fee

Contact Information

Kansas Secretary of State

Ron Thornburgh

Memorial Hall, 1st Floor

120 SW 10th Avenue

Topeka, KS 66612-1240

785-296-4564

kssos@kssos.org

www.kssos.org

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

PHYSICIAN OFFICE PARTNERS, INC.

The undersigned, Physician Office Partners, Inc., a Kansas corporation (the “Corporation”), for the purpose of amending the Articles of Incorporation of the Corporation, in accordance with the Kansas General Corporation Code, does hereby make and execute this Certificate of Amendment of the Articles of Incorporation and does hereby certify that:

1. The business entity number is 3339249.

2. The name of the Corporation is Physician Office Partners, Inc.

3. The Articles of Incorporation are amended to add a new Article 8 as follows:

“The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation except to the extent reserved to the Stockholders of the Corporation under the Corporation’s Amended and Restated Bylaws.”

4. Such amendment was duly adopted in accordance with the provisions of K.S.S. 17-6602.

The undersigned hereby declares, under penalty of perjury under the laws of the State of Kansas, that the foregoing is true and correct.

Executed on the 23rd day of April, 2013.

 

PHYSICIAN OFFICE PARTNERS, INC.

/s/ Robert W. Davey

Robert W. Davey, President/Chief Operating Officer

Kansas Secretary of State

Change of Registered Office or Agent by a Corporation

Contact: Kansas Secretary of State, Chris Biggs

Memorial Hall, 1st Floor

120 S.W. 10th Avenue

Topeka, KS 66612-1594

785-296-4564

kssos@kssos.org

www.kssos.org

Instructions: All information must be completed or this document will not be accepted for filing. Please read instructions sheet before completing.

1. Business entity ID number: 3339249

2. Name of corporation: PHYSICIAN OFFICE PARTNERS, INC.

3. State/Country of organization: KS

4. The new name of the resident agent and address of the registered agent in Kansas:

The Corporation Company, Inc.

112 SW 7th Street Suite 3C

Topeka, KS 66603

5. I declare under the penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct and that I have remitted the required fee.

 

/s/ Robert W. Davey

    

6-11-2013

Signature of authorized officer     Date (month, day, year)

Robert W. Davey

    
Name of signer (printed or typed)    
EX-3.172 63 d805253dex3172.htm EX-3.172 EX-3.172

Exhibit 3.172

AMENDED AND RESTATED BY-LAWS

OF

PHYSICIAN OFFICE PARTNERS, INC.

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1 Annual Meeting. Unless action is taken by written consent in lieu of an annual meeting as provided in these Amended and Restated Bylaws (“Bylaws”), an annual meeting of the Stockholders of Physician Office Partners, Inc. (the “Corporation”) for the election of directors and officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Stockholders.

Section 2 Special Meeting. Special meetings of the Stockholders shall be held when requested in writing by Stockholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by Stockholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the Stockholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special Stockholders’ meeting.

Section 3 Place. Meetings of the Stockholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Stockholders.

Section 4 Notice. A written notice of each meeting of Stockholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each Stockholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining Stockholders entitled to notice of, or to vote at, any meeting of Stockholders or any adjournment/postponement thereof, or Stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of Stockholders for any other purposes (other than determining Stockholders entitled to consent to action by Stockholders proposed to be taken without a meeting of Stockholders) will be a date fixed by the Board of Directors. Such date will not be more than 60 days and not less than 10 days prior to the date on which the particular action requiring such determination of Stockholders is to be taken. The notice shall state the date, time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a Stockholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee.

Section 5 Stockholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Stockholders for the transaction of any business, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws. Any number of Stockholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without notice to anyone, other than an announcement at the meeting at which adjournment is taken, until a quorum is obtained. If the adjournment is for more than 30 days, or if after adjournment a new record date is fixed for the subsequent session

of the adjourned meeting, a notice of the subsequent session of the adjourned meeting shall be given to each Stockholder entitled to vote at the meeting.

 

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Section 6 Stockholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Stockholders unless otherwise provided by law. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of Stockholders. The books of record of Stockholders shall be produced at a Stockholders’ meeting upon the request of any Stockholder.

Section 7 Proxies. A Stockholder entitled to vote at any meeting of Stockholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the Stockholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 3 years after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Waiver. Whenever any notice is required to be given to any Stockholder under any law, the Articles of Incorporation, or these Bylaws, a written waiver, signed by the person entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, will be deemed equivalent to the giving of such notice. Attendance by a Stockholder at a meeting will constitute a waiver of notice of such meeting, except where the Stockholder attends a meeting for the express purpose of objecting, at

 

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the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Articles of Incorporation or these Bylaws.

Section 9 Conduct of Bushiness Without Meeting by Stockholders. Any action of the Stockholders may be taken without a meeting if written consents, setting forth the action taken, are signed by all of the holders of outstanding shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those Stockholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates appraisal rights, the notice shall contain any information which must be provided to the Stockholders by the Corporation under the Kansas General Corporation Code.

Section 10 Other Corporate Offices. The Corporation may conduct its business, carry on its operations, have other offices and exercise its powers within or outside of the State of Kansas as the Stockholders may designate.

ARTICLE II

DIRECTORS

Section 1 Function. Subject to powers reserved to the Stockholders or delegated to officers under Section 2 of Article III of these Bylaws, corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and need not be Stockholders.

 

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Section 2 Compensation. The Stockholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the Stockholders, the directors shall serve in that capacity without compensation.

Section 3 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Stockholders, provided that the Corporation must have at least one (1) director.

Section 4 Election and Term. Each person elected as a member of the initial Board of Directors shall hold office until the first annual meeting of Stockholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of Stockholders, the Stockholders shall elect directors to hold office until the next annual meeting or removal from office pursuant to Section 6 of this Article, or until their earlier resignation or death. The President/Chief Operating Officer shall preside at all meetings of directors and of Stockholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 5 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the Stockholders. A director elected to fill a vacancy shall hold office only until the next election of directors by the Stockholders.

Section 6 Removal of Directors. At a meeting of Stockholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

 

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Section 7 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 9 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 10 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors may be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice, or waives notice by electronic transmission, either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

 

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Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by any director or the President/Chief Operating Officer.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 11 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President/Chief Operating Officer and a Secretary, and it may also have one or more Vice Presidents and a Treasurer. At each annual meeting of Stockholders, the Stockholders shall elect officers to hold office until the next annual meeting or removal from office pursuant to Section 4 of this Article, or until their earlier resignation or death. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the Stockholders at a regular or special meeting of the Stockholders or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the Stockholders. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President/Chief Operating Officer shall preside at meetings of the Board of Directors. The President/Chief Operating Officer shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation; provided that the President/Chief Operating Officer shall not have the authority to do any of the following without prior written approval of the Stockholders: (a) take any corporate action or bind the Corporation; (b) sell or otherwise dispose of any or all of the Corporation’s assets; (c) incur any indebtedness or expenses outside of the ordinary course of the Corporation’s business and/or outside the Corporation’s annual budget; (d) execute any contract or agreement; or (e) initiate any litigation. In the event of any conflict between provisions of this Section and provisions of any other Section of these Bylaws, the provisions of this Section shall govern.

 

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Each Vice President, if any, shall exercise the power and perform the functions that are from time to time assigned to him by the President/Chief Operating Officer but not greater powers than those of the President/Chief Operating Officer. Each Vice President shall have the powers and shall exercise the duties of the President/Chief Operating Officer when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the Stockholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the President/Chief Operating Officer.

The Treasurer, if any, shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of Stockholders and when required by the Board of Directors or the President/Chief Operating Officer, and shall perform other duties prescribed by the Board of Directors or the President/Chief Operating Officer.

Notwithstanding anything herein to the contrary, the President/Chief Operating Officer shall only be authorized to delegate those powers specifically given to the President/Chief Operating Officer under these Bylaws.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Stockholders may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the

 

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notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Stockholders may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Stockholders may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Corporation may enter into employment agreements with any officer of the Corporation as directed by the Stockholders. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Stockholders shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Stockholders.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President/Chief Operating Officer and the Secretary.

Section 2 Form. The rights and obligations of Stockholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Stockholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Kansas, shall not be bound to recognize any equitable or other claim to or interest in the shares.

 

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Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of

record or attorney-in-fact, and before a new certificate is issued, the old certificate will be surrendered for cancellation, subject to the provisions of Section 5 below. Upon cancellation of a surrendered certificate, a new certificate(s) shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a Stockholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to the Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its Stockholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of Stockholders whose rights are superior to those receiving the distribution. The Stockholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of the Kansas General Corporation Code.

 

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ARTICLE VI

CORPORATE RECORDS; STOCKHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its Stockholders and Board of Directors, a record of all actions taken by the Stockholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its Stockholders in a form that permits preparation of a list of the names and addresses of all Stockholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles of Incorporation or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all Stockholders’ meetings and records of all actions taken by Stockholders without a meeting for the past five years; written communications to all Stockholders generally or all Stockholders of a class of series within the past five years, including the financial statements furnished for the last five years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Kansas Secretary of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written, clearly legible paper form within a reasonable time.

 

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Section 2 Stockholders’ Inspection Rights. A Stockholder, in person or by attorney or other agent, is entitled to inspect and copy, during regular business hours at the Corporation’s principal office or other reasonable location specified by the Corporation, any of the corporate records described in Section l(C) of this Article if the Stockholder gives the Corporation written notice of the demand under oath stating the purpose thereof at least five business days before the date on which he wishes to inspect and copy the records, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the Stockholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of Stockholders; and, (iv) any other books and records of the Corporation. A proper purpose shall mean a purpose reasonably related to such person’s interest as a Stockholder.

This Section 2 does not affect the right of a Stockholder to inspect and copy the Stockholders’ list described in Section 1 of this Article, if the Stockholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding Stockholder has within the two years preceding his demand, sold or offered for sale any list of Stockholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of Stockholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

 

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Section 3 Financial Statements for Stockholders. Unless modified by resolution of the Stockholders within 120 days after the close of each fiscal year, the Corporation shall furnish its Stockholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President/Chief Operating Officer or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each Stockholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a Stockholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Stockholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the Stockholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the Stockholders with or before the notice of the next annual Stockholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying (and status threatened) the persons paid, the amounts paid, and the nature of the litigation or other matter relating to the payment.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the Stockholders the number of shares authorized or issued, and the consideration received by the Corporation, with or before the notice of the next Stockholders’ meeting.

ARTICLE VII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding

 

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(collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, that such person had reasonable cause to believe that such person’s conduct was unlawful.

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Stockholders of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section l(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Stockholders (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be. indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Stockholders of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified;; or (b) the obligation of the person to repay pursuant to the Undertaking. The Stockholders may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct under Section 1(A) of this Article, or any other standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its Stockholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its Stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of Stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Kansas General Corporation Code or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Stockholders of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that

 

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capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Kansas General Corporation Code.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Stockholders.

ARTICLE VIII

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Amended and Restated Bylaws of Physician Office Partners, Inc. are the Amended and Restated Bylaws duly adopted by all of the Stockholders of the Corporation pursuant to a written consent dated as of February 23, 2013.

 

/s/ Robert W. Davey

Robert W. Davey,
President/Chief Operating Officer and Secretary

Signature Page - Amended and Restated Bylaws of Physician Office Partners, Inc.

EX-3.173 64 d805253dex3173.htm EX-3.173 EX-3.173

Exhibit 3.173

ARTICLES OF INCORPORATION

OF

SHERIDAN ANESTHESIA SERVICES OF ALABAMA, INC.

ARTICLE I - NAME

The name of this corporation is Sheridan Anesthesia Services of Alabama. Inc. (the “Corporation”)

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay. A. Martus.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

  Mitchell Eisenberg    Robert Coward
  1613 North Harrison Parkway    1613 North Harrison Parkway,
  Suite 200    Suite 200
  Sunrise, FL 33323    Sunrise, FL 33323

 

 

Lewis Gold

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

 

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 20th day of November, 2012.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Anesthesia Services of Alabama, Inc.(the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Anesthesia Services of Alabama, Inc.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 20th day of November, 2012.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.174 65 d805253dex3174.htm EX-3.174 EX-3.174

Exhibit 3.174

BY-LAWS

OF

SHERIDAN ANESTHESIA SERVICES OF ALABAMA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of Sheridan Anesthesia Services of Alabama, Inc. (the ACorporation@) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or the shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be

sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the- affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

 

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Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action.

The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of

 

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the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the Initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

 

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Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given

 

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to the directors who were not present at• the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

 

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The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of ‘its classes or series without certificates. Any certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of holders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

 

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(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section I(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any

 

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action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which .may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income Statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

 

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The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mall him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions

 

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(but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section I(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf .of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation

 

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as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the

 

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circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers, and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

 

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Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN ANESTHESIA SERVICES OF ALABAMA, INC. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of November 20, 2012.

 

/s/ Jay Martus, Sec.

Jay Martus, Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.175 66 d805253dex3175.htm EX-3.175 EX-3.175

Exhibit 3.175

ARTICLES OF INCORPORATION

OF

SHERIDAN ANESTHESIA SERVICES OF LOUISIANA, INC.

ARTICLE I - NAME

The name of this corporation is Sheridan Anesthesia Services of Louisiana, Inc. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPLE OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 3323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Gilbert Drozdow    Jay A. Martus
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

Jay A. Martus, Esq.   
1613 North Harrison Parkway   
Suite 200   
Sunrise, FL 33323   

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 21st day of September, 2009.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Anesthesia Services of Louisiana, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Anesthesia Services of Louisiana, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 21st day of September, 2009.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.176 67 d805253dex3176.htm EX-3.176 EX-3.176

Exhibit 3.176

BY-LAWS

OF

SHERIDAN ANESTHESIA SERVICES OF LOUISIANA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directions.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less the 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all the powers conferred by the instrument upon all the person designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a long term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have a least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article,

 

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or until their earlier resignation or death. The Chairman shall preside at all meeting of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extend provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specified otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meeting of the shareholders and Board of Directors, and all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the

 

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notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon

 

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the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and

 

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limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders with a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list off shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

 

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Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief, whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the person paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of

 

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this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative

 

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decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer, or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the

 

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request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Anesthesia Services of Louisiana, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 22, 2009.

 

/s/ Jay A. Martus, Sec.

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.177 68 d805253dex3177.htm EX-3.177 EX-3.177

Exhibit 3.177

ARTICLES OF INCORPORATION

OF

SHERIDAN ANESTHESIA SERVICES OF OKLAHOMA, INC.

ARTICLE I - NAME

The name of this corporation is Sheridan Anesthesia Services of Oklahoma, Inc. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPLE OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 3323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

John Carlyle    Robert Coward
1613 North Harrison Parkway    1613 North Harrison Parkway,
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

  

Jay A. Martus, Esq.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 31st day of December, 2012.

 

/s/ Jay A. Martus, Incorporator

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Anesthesia Services of Oklahoma, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Anesthesia Services of Oklahoma, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 31st day of December, 2012.

 

/s/ Jay A. Martus, Registered Agent

Jay A. Martus, Registered Agent
 EX-3.178 69 d805253dex3178.htm EX-3.178 EX-3.178

Exhibit 3.178

BY-LAWS

OF

SHERIDAN ANESTHESIA SERVICES OF OKLAHOMA. INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of Sheridan Anesthesia Services of Oklahoma, Inc. (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when, requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issues by the Secretary, unless the President or the chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholder’s meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other office or agent authorized to tabulate votes. If a proxy designates two or more person to act as proxies, a majorly of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action.

The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the board of directors or a committee of the Board of directors at which action or any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting of transaction the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase In the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time. Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor Is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have-the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date, if the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with’ any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial Institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Any certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificates shall be issued for any share until the share is fully paid. The Corporation shall entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost. Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be Issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders In cash, property, or Its own shares, unless the distribution would cause: (I) the Corporation to be unable to pay Its debts as they become due In the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, If the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS: FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares Issued pursuant to those resolutions are outstanding; the minutes of all shareholders’

meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally of all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the. Corporation’s principal office, any of the corporate records described In Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to Inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person In procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this- Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief

whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mall the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting If the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to Indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section l(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future Judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses In advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or any court of competent competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for Indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of It, Its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that Indemnification of the claimant Is proper in the circumstances

because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall Inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not In any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers, and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent Jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN ANESTHESIA SERVICES OF OKLAHOMA, INC. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of December 31, 2012.

 

/s/ Jay Martus, Sec.

Jay Martus, Secretary

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.179 70 d805253dex3179.htm EX-3.179 EX-3.179

Exhibit 3.179

ARTICLES OF INCORPORATION

OF

SHERIDAN ANESTHESIA SERVICES OF VIRGINIA, INC.

ARTICLE I - NAME

The name of this corporation is SHERIDAN ANESTHESIA SERVICES OF VIRGINIA, INC. (the “Corporation”).

ARTICLE I - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 (shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE V - INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Mitchell Eisenberg    Robert Coward
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

Lewis Gold

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 4th day of February, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S T H

That Sheridan Anesthesia Services of Virginia, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Anesthesia Services of Virginia, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and 1 accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 4th day of February, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.180 71 d805253dex3180.htm EX-3.180 EX-3.180

Exhibit 3.180

BY-LAWS

OF

SHERIDAN ANESTHESIA SERVICES OF VIRIGNIA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designated two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting, or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first

 

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annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors of the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of that notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice at the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President of the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all of financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

 

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Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder or record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder or record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

 

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The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is

 

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or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization before the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article) the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or,

 

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(b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure for Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer, or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterest directors or recommendation of counsel or

 

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otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

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ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN ANESTHESIA SERVICES OF VIRGINIA, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of February 4, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.181 72 d805253dex3181.htm EX-3.181 EX-3.181

Exhibit 3.181

RESTATED ARTICLES OF INCORPORATION

OF

NEONATOLOGY CERTIFIED, INC.

The corporation whose Articles of Incorporation are restated hereby was originally incorporated pursuant to Chapter 608, Florida Statutes, under the name Neonatology Certified, Williams and Chandler, M.D.s, P.A. and the original Articles of Incorporation were filed with the Secretary of State under Document No. G75248 on December 16, 1983 to be effective on January 1, 1984.

The Restated Articles of Incorporation of NEONATOLOGY CERTIFIED, INC. are as follows:

ARTICLE I – NAME

The name of this corporation shall be NEONATOLOGY CERTIFIED, INC. (the “Corporation”) and its principle place of business, unless and until relocated, shall be located at 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021.

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

This Corporation is organized for the purpose of transacting any or all lawful business for a professional corporation organized under the Florida Business Corporation Act of the State of Florida.

ARTICLE IV – CAPITAL STOCK

Section 1. Authorized Shares. The maximum number of shares of stock that this Corporation is authorized to issue and have outstanding at any one time shall be 100,000 shares of common stock, par value Ten Cents ($.10) per share.

Section 2. Voting Rights. Subject to the provisions of the Corporation’s Bylaws regarding shareholder qualifications for voting, at any meeting of the shareholders, the holders of any issued and outstanding shares of common stock shall be entitled to one vote for each share held of record.

Section 3. No Preemptive Rights. No holder of any share of the Corporation’s capital stock shall be entitled as of right to subscribe for, purchase, or otherwise acquire any share of capital stock that the Corporation proposes to issue or any right or option that the Corporation proposes to grant for the purchase of shares of its capital stock or for the purchase of any shares, bonds, securities, or obligations of the Corporation that are convertible into or exchangeable for, or

 

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which carry any right to subscribe for, purchase, or otherwise acquire, shares of the Corporation’s capital stock; and any and all shares, bonds, securities, or obligations of the Corporation, whether not or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of the rights and options may be granted by the Board of Directors to any persons, firms, corporations, and associations, for lawful consideration, and on terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any holder of any share of the Corporation’s capital stock.

Section 4. Miscellaneous. Any and all shares of the Corporation’s capital stock may be issued from time to time as authorized by the Board of Directors in its discretion without further approval of the shareholders. The consideration for the issuance of shares shall be paid in full before their issuance and shall not be less than their par value. Future services shall not constitute payment or part payment for the issuance of shares of the Corporation. Subject to applicable provisions of law, the consideration for shares shall be cash, tangible or intangible property, labor, or services actually performed for the Corporation, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of the property, labor, or services, as determined by the Board of Directors of the Corporation, shall be conclusive. Upon payment of the consideration, these shares shall be deemed to be fully paid and non-assessable.

ARTICLE V – REGISTERED AGENT

AND REGISTERED OFFICE

The Registered Agent and the street address of the Registered Office of this Corporation shall be:

Jay S. Martus

4651 Sheridan Street

Suite 400

Hollywood, Florida 33021

The Board of Directors may substitute the Registered Agent and the Registered Office upon a majority vote of the Board.

 

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ARTICLE VI – DIRECTORS

The number of directors of this Corporation shall be at least one, the number being set from time to time by the Board of Directors and determined in accordance with the Corporation’s Bylaws. The names and addresses of the persons who shall serve as directors until the next annual meeting of the Corporation’s shareholders or until their respective successors shall have been duly elected and qualified or until their earlier resignation, removal from office, or death, shall be:

Mitchell Eisenberg

4651 Sheridan Street

Suite 400

Hollywood, Florida 33021

Lewis Gold

4651 Sheridan Street

Suite 400

Hollywood, Florida 33021

Dennis Gates

4651 Sheridan Street

Suite 400

Hollywood, Florida 33021

ARTICLE VII – INDEMNIFICATION

Section 1. Indemnification.

(a) The Corporation shall indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any future legislation or decision), each person (including the heirs, executors, administrators or estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness, to any threatened, pending or completed action, suite or proceeding, whether civil, criminal, administrative or investigative and any appeal therefrom (collectively, the “Proceeding”), against any liability (which for purposes of this Article shall include any judgment, settlement, penalty or fine) or cost, charge, or expense (including attorneys’ fees) asserted against him or incurred by him by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan) (“Director or officer”).

(b) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article VII, the Corporation shall indemnify a Director or Officer entitled to indemnification under subsection (a) above in connection with a Proceeding (or part of a Proceeding) initiated by that Director or Officer only if authorization for the Proceeding (or part of a Proceeding) was not denied by the Corporation’s Board of Directors within 60 days after receipt of notice from the Director or Officer.

Section 2. Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees) incurred by a Director or Officer referred to in Section 1(a) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions only to the extent that it permits the

 

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Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to any future legislation or decisions) in advance of the final disposition of a Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of a Director or Officer to repay all amounts so advanced in the event that it shall ultimately be determined that the Director or Officer is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or part of a Proceeding) initiated by the Director or Officer, except a Proceeding authorized by Section 3 of this Article VII, the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or part of a Proceeding) was not denied by the Corporation’s Board of Directors within 60 days after receipt of a request for advancement accompanied by an Undertaking. A Director or Officer to whom costs, charges and expenses are advanced pursuant to this Section shall not be obligated to repay pursuant to the Undertaking until the final determination of any pending Proceeding in a court of competent jurisdiction concerning the right of the Director or Officer to be indemnified or the obligation of the Director or Officer to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified party, authorize the Corporation’s counsel to represent the Director or Officer in any action, suit or proceeding, whether or not the Corporation is a party to the action, suit or proceeding.

Section 3. Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days, upon the written request of the Director or officer. The right to indemnification or advances as granted by this Article shall be enforceable by the Director or officer in any court of competent jurisdiction if the Corporation denies the request under this Article, in whole or in part, or if no disposition is made within the 60 day period. The Director’s or Officer’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in an action shall also be indemnified by the Corporation. It shall be a defense to an action that indemnification is prohibited by law or that the Director or officer has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any future legislation or decision, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to legislation or decisions); but the burden of proving this defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of an action that indemnification of the Director or Officer is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee, its independent legal counsel, and its stockholders) that the Director or Officer has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the Director or Officer has not met the applicable standard of conduct.

Section 4. Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or in the future be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the Director’s or Officer’s official capacity and as to actions in another capacity while holding office, and shall inure to the benefit

 

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of the estate, heirs, beneficiaries, executors and administrators of the Director or Officer after termination of his official capacity. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each Director and Officer of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida General Corporation Act or any other applicable laws shall not in any way diminish any rights to indemnification of a Director or Officer or the obligations of the Corporation arising under this Article, for claims relating to matters occurring prior to any repeal or modification. The Corporation’s Board of Directors shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for other indemnification of the Directors and Officers of the Corporation as it shall deem appropriate.

Section 5. Insurance. The Corporation may purchase and maintain insurance on behalf of any Director or Officer of the Corporation, against any liability asserted against him and incurred by him in any official capacity or arising out of his status as a Director or Officer, whether or not the Corporation would have the power to indemnify him against any liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6. Savings Clause. If this Article or any portion of it shall be invalidated or held to be unenforceable on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director and Officer of the Corporation described in Section 1 of this Article to the full extent permitted by any applicable portion of this Article that shall not have been invalidated or adjudicated unenforceable and as permitted by applicable law.

ARTICLE VIII – RATIFICATION

No contract or other transaction between the Corporation and any other corporation, and no act of the Corporation, shall in any way be affected or invalidated by the fact that any of the directors of the Corporation are pecuniarily or otherwise interested in, or are directors or officers of, the other corporation. Any director individually, or any firm of which any director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of this Corporation, provided that the fact that he or the firm is so interested shall be disclosed or shall have been known to the Board of Directors, and any director of the Corporation who is also a director or an officer of the other corporation, or who is interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation which shall authorize the contract or transaction, with like force and effect as if he were not a director or officer of the other corporation, or not interested, but shall not be entitled to vote to approve or otherwise accept the Corporation authorizing any contract or transaction with the other corporation.

ARTICLE IX – LIMITED LIABILITY

The private property of the Corporation’s shareholders shall not be subject to payment of the corporate debts in any event.

 

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ARTICLE X – AMENDMENTS

These Articles of Incorporation may be amended in the manner provided by law, except that all amendments to the Articles which amend any Article relating to this capital stock, directors, indemnification, notice or change in control, shall be effective only upon the approval of 80% of the directors and shareholders then entitled to vote.

ARTICLE XI – QUORUM FOR

TRANSACTION OF BUSINESS

A quorum at a meeting of directors or shareholders shall consist of 50.01% of the directors or shareholders entitled to vote, represented in person or by proxy.

This Restatement of the Articles of Incorporation was adopted by unanimous consent of the Board of Directors and by unanimous consent of all of the shareholders of the Corporation on March 8, 1996.

 

CORPORATION:
NEONATOLOGY CERTIFIED, INC.
By:  

/s/ Joseph Schulman

Joseph Schulman, President

 

Attest:  

/s/ Luiz Grajwer

Secretary
[Corporate Seal]

 

 

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STATE OF FLORIDA    )
   ) ss:
COUNTY OF BROWARD    )

I HEREBY CERTIFY that on this date the foregoing document was acknowledged before me by Joseph Schulman, President of NEONATOLOGY CERTIFIED, INC. (the “Corporation”), who is personally known to me or who has produced              as identification and who did/did not take an oath. He executed the foregoing Restated Articles of Incorporation of the Corporation in his capacity as President on behalf of all of the shareholders and all of the directors of the Corporation, pursuant to a unanimous consent of all of the shareholders and all of the directors of the Corporation, dated March 8, 1996, adopting the foregoing Restated Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at Broward County, Florida, this 13th day of March, 1996.

 

My Commission expires: 1-15-97    

/s/ Deborah Schnackenberg

    Notary Public
    State of Florida at Large

 

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ARTICLES OF AMENDMENT

TO THE RESTATED ARTICLES OF INCORPORATION OF

NEONATOLOGY CERTIFIED, INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 621, Florida Statutes, effective January 1, 1984 under the name of Neonatology Certified, Williams and Chandler, M.D.’s, P.A., Document No. G75248. The Corporation was subsequently converted to a general corporation governed under Chapter 607, Florida Statutes, and the name was changed to Neonatology Certified, Inc. by amendment filed effective June 16, 1993. Further, Restated Articles of Incorporation were filed effective March 15, 1996.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Restated Articles of Incorporation of Neonatology Certified, Inc. (the “Corporation”) are as follows:

1. The name of the Corporation is Neonatology Certified, Inc.

2. The Articles of Amendment to the Restated Articles of Incorporation were adopted by all of the directors and the sole shareholder of the Corporation on March 15, 1996, in the manner prescribed by Section 607.1003, Florida Statutes, as follows:

RESOLVED, that Article 1 of the Restated Articles of Incorporation of Neonatology Certified, Inc. is hereby authorized to be amended in its entirety to read as follows, effective March 15, 1996:

ARTICLE I – NAME

The name of this corporation shall be SHERIDAN CHILDREN’S HEALTHCARE SERVICES, INC. (the “Corporation”) and its principle place of business, unless and until relocated, shall be located at 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021.

3. The foregoing Articles of Amendment to the Restated Articles of Incorporation of Neonatology Certified, Inc. shall be effective as of March 15, 1996.

 

   

CORPORATION:

    NEONATOLOGY CERTIFIED, INC.
Dated: March 20, 1996       By:  

/s/ Jay A. Martus

      Jay A. Martus
      Vice President and Secretary

 

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STATE OF FLORIDA    )
   )  ss:
COUNTY OF BROWARD    )

I HEREBY CERTIFY that on this date the foregoing document was acknowledged before me, by JAY A. MARTUS, Vice President of NEONATOLOGY CERTIFIED, INC. (the “Corporation”) who is personally known to me or who has produced                  as identification and who did/did not take an oath. He executed the foregoing Articles of Amendment to the Restated Articles of Incorporation of the Corporation in his capacity as Vice President and Secretary on behalf of the sole shareholder and all of the directors of the Corporation, pursuant to a unanimous consent of the sole shareholder and all of the directors of the Corporation, dated March 15, 1996, adopting the foregoing Articles of Amendment to the Restated Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at Broward County, Florida, this 20th day of March, 1996.

 

My Commission Expires: Jan. 8, 1999

    

/s/ Anastasia L. Santarone

    Anastasia L. Santarone
    Notary Public, State of Florida at Large

 

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EX-3.182 73 d805253dex3182.htm EX-3.182 EX-3.182

Exhibit 3.182

RESTATED BY-LAWS

OF

NEONATOLOGY CERTIFIED, INC.

n/k/a SHERIDAN CHILDREN’S HEALTHCARE SERVICES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholder of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least 10 percent of the Corporation’s stock having the right and entitled vote at that meeting unless a greater percentage not to exceed 50% is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholder entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be residents of Florida or shareholders of the Corporation.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specific business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have three (3) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next

 

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annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring on the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the directors. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The Chairman of the Board shall preside at the meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President of the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

 

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The Board of Directors may remove any officer at any tie, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The President and the Treasurer will be the signatories on the Corporation’s checking account(s). All checks will require one signature of the President or the Treasurer.

The Corporation shall only have accounts with financial institutions as determined by the Board of Directors. The Board of Directors may designate additional signatories on the Corporation’s checking account(s).

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions it its shareholders in cash, property, or its own shares, unless the distribution would cause (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS;

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: (i) its articles or restated articles of incorporation and all amendments to them currently in effect; (ii) these Bylaws or restated Bylaws and all amendments currently in effect; (iii) resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitation, if shares issued pursuant to those resolutions are outstanding; (iv) the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; (v) written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; (vi) a list of names and business street addresses of its current directors and officers; and, (vii) its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

 

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The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action, by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the

 

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Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the Corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decision, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this

 

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Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, of if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct that permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may not or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heir, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the

 

13

rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director of officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida Business Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

 

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ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the forgoing Restated Bylaws of Neonatology Certified, Inc. are the Bylaws duly adopted by the directors of the Corporation pursuant to a written consent to corporate action dated as of March 8, 1996.

 

/s/    Luiz Grajwer        

Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.183 74 d805253dex3183.htm EX-3.183 EX-3.183

Exhibit 3.183

ARTICLES OF INCORPORATION

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF LOUISIANA, INC.

ARTICLE I – NAME

The name of this corporation is Sheridan Children’s Healthcare Services of Louisiana, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporation organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation, at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

John Carlyle   Robert Coward
1613 North Harrison Parkway   1613 North Harrison Parkway
Suite 200   Suite 200
Sunrise, FL 33323   Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 10th day of May 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Children’s Healthcare Services of Louisiana, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Children’s Healthcare Services of Louisiana, Inc.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 10th day of May, 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.184 75 d805253dex3184.htm EX-3.184 EX-3.184

Exhibit 3.184

BY-LAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF LOUISIANA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shared entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one has all of the powers conferred by the instrument upon

all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified I the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting is a consent in writing, setting for the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms,’ and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursement and render accounts at the annual meeting of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without, certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of records of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS: FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as a permanent record in minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholder or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain, accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with

the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall maintain the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by a court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, before the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee’s benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person to indemnification under subsection (A) above in connection with a Proceeding (or any Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs. Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after the delivery of the written request of the director, officer or employee. The right to indemnification or advance as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of if, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Articles for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have pie authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify .him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Children’s Healthcare Services of Louisiana, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of May 10, 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.185 76 d805253dex3185.htm EX-3.185 EX-3.185

Exhibit 3.185

ARTICLES OF INCORPORATION

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW MEXICO, INC.

ARTICLE I – NAME

The name of this corporation is SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW MEXICO, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Mitchell Eisenberg    Lewis Gold
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, Florida 33323    Sunrise, Florida 33323
Robert Coward   
1613 North Harrison Parkway   
Suite 200   
Sunrise, Florida 33323   

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, Florida 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 7th day of July, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Esq., Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H

That SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW MEXICO, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Children’s Healthcare Services of New Mexico, Inc.

1613 North Harrison Parkway, Suite 200

Sunrise, Florida 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 7th day of July, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.186 77 d805253dex3186.htm EX-3.186 EX-3.186

Exhibit 3.186

BY-LAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW MEXICO, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purpose described in the notice required in Section 4 of this Article may be conducted at a special shareholder meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of those persons resent at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, as Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

7

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President which specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence of Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

 

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(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restates articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation

 

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if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement

 

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of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholder meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitles to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay

 

15

pursuant to the Undertaking until the final determination of (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a part to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances

 

16

because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

17

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director of the Corporation, or is or was serving at the request of the Corporation as a director, officer or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW MEXICO, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of July 8, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.187 78 d805253dex3187.htm EX-3.187 EX-3.187

Exhibit 3.187

ARTICLES OF INCORPORATION

OF

SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC.

ARTICLE I – NAME

The name of this corporation is SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided by the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Mitchell Eisenberg   Lewis Gold
1613 North Harrison Parkway   1613 North Harrison Parkway
Suite 200   Suite 200
Sunrise, FL 33323   Sunrise, FL 33323
Robert Coward  
1613 North Harrison Parkway  
Suite 200  
Sunrise, FL 33323  

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 19th day of September, 2001.

 

/s/ Jay A. Martus

Jay A. Martus, Esq., Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Healthcare of North Florida, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 19th day of September, 2001.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 607, Florida Statutes, effective September 20, 2001 under the name of SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC., Document No. P01 000092427.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC. (the “Corporation”) are as follows:

1. The name of the Corporation is Sheridan Healthcare of North Florida, Inc.

2. The Articles of Amendment to the Articles of Incorporation were adopted by all of the directors and the sole shareholder of the Corporation on January 15, 2001 in the manner prescribed by Section 607.1003, Florida Statutes, as follows:

RESOLVED, that Article I of the Articles of Incorporation of Sheridan Healthcare of North Florida, Inc. is hereby authorized to be amended in its entirety to read as follows, effective as of January 15, 2001:

ARTICLE I – NAME

The name of the corporation shall be Sheridan Children’s Healthcare Services of Virginia, Inc. (the “Corporation”), and its principal place of business, unless and until relocated, shall be located at 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

3. The foregoing Articles of Amendment to the Articles of Incorporation of Sheridan Healthcare of North Florida, Inc. shall be effective as of January 15, 2001.

 

    CORPORATION:
    SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC.
Date: January 22, 2002     By:  

/s/ Jay A. Martus

      Jay A. Martus, Vice President & Secretary

CERTIFICATE OF SECRETARY

JAY A. MARTUS, Secretary of SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC. certifies as follows:

 

  1. the foregoing Articles of Amendment to the Articles of Incorporation of SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC. were adopted pursuant to a unanimous consent of the sole shareholder and all of the directors, dated as of January 22, 2001, to be effective as of January 15, 2001; and

 

  2. I have executed the foregoing Articles of Amendment to the Articles of Incorporation on behalf of the sole shareholder and all of the directors.

 

/s/ Jay A. Martus

Jay A. Martus, Secretary
 EX-3.188 79 d805253dex3188.htm EX-3.188 EX-3.188

Exhibit 3.188

BY-LAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF VIRGINIA, INC.

f/k/a

SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary of the person authorized to call the meeting, shall be mailed to each shareholder having the right

 

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and entitled to vote at the meeting at the address as it appears on the records of the corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the

 

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meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the materials features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

 

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ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least ;18 years of sage and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold

 

4

office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extend provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

 

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Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

 

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Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can her each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

 

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Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

 

8

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

 

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Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

 

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ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

 

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Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 o Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

 

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Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was in or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding

 

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(collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as

 

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authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if

 

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any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of providing this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or

 

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modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

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ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN HEALTHCARE OF NORTH FLORIDA, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 20, 2001.

 

/s/ Jay Martus, Secretary

Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.189 80 d805253dex3189.htm EX-3.189 EX-3.189

Exhibit 3.189

ARTICLES OF INCORPORATION

OF

SHERIDAN CLINICAL RESEARCH, INC.

ARTICLE I – NAME

The name of this corporation is SHERIDAN CLINICAL RESEARCH, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

Mitchell Eisenberg

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

Lewis Gold

1613 North Harrison Parkway Suite 200

Sunrise, FL 33323

Robert Coward

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 26th day of March, 2001.

 

/s/ Jay A. Martus

Jay A. Martus, Esq., Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That SHERIDAN CLINICAL RESEARCH, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Clinical Research, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 26th day of March, 2001.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.190 81 d805253dex3190.htm EX-3.190 EX-3.190

Exhibit 3.190

BY-LAWS

OF

SHERIDAN CLINICAL RESEARCH, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the

meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

 

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Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

 

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Section 4 Number. The Corporation shall have two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office, or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

 

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Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

 

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A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

 

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Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section l(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

 

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This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

 

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The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including

 

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the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section l(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation

 

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as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer, or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of

 

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the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

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Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN CLINICAL RESEARCH, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of March 27, 2001.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.191 82 d805253dex3191.htm EX-3.191 EX-3.191

Exhibit 3.191

ARTICLES OF INCORPORATION

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES, INC.

ARTICLE I – NAME

The name of this corporation is SHERIDAN EMERGENCY PHYSICIAN SERVICES, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any and all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

 

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ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

Mitchell Eisenberg

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

Lewis Gold

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

Robert Coward

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

 

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IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 15th day of November, 2000.

 

/s/ Jay A. Martus

Jay A. Martus, Esq., Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

WITNESSETH:

That SHERIDAN EMERGENCY PHYSICIAN SERVICES, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Emergency Physician Services, Inc.

4651 Sheridan Street

Suite 200

Hollywood, FL 33021

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 15th day of November, 2000.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.192 83 d805253dex3192.htm EX-3.192 EX-3.192

Exhibit 3.192

BY-LAWS

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directions.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less the 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all the powers conferred by the instrument upon all the person designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a long term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have a least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article,

 

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or until their earlier resignation or death. The Chairman shall preside at all meeting of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extend provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specified otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meeting of the shareholders and Board of Directors, and all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

 

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The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all

 

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shareholders’ meetings and records of all actions taken by shareholders with a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list off shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

 

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Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief, whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the person paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of

 

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this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative

 

12

decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer, or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the

 

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request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN EMERGENCY PHYSICIAN SERVICES, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of November 15, 2000.

 

/s/ Jay A. Martus, Sec.

Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.193 84 d805253dex3193.htm EX-3.193 EX-3.193

Exhibit 3.193

ARTICLES OF INCORPORATION

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF NORTH MISSOURI, INC.

ARTICLE I - NAME

The name of this corporation is Sheridan Emergency Physician Services of North Missouri, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPLE OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 3323; and the name of the initial registered agent of this Corporation at that address is Jay Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

John Carlyle    Robert Coward
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 25th day of April, 2014.

 

/s/ Jay Martus

Jay Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Emergency Physician Services of North Missouri, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay Martus as its agent to accept service of process within this state.

Sheridan Emergency Physician Services of North Missouri, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 25th day of April, 2014.

 

/s/ Jay Martus

Jay Martus, Registered Agent
 EX-3.194 85 d805253dex3194.htm EX-3.194 EX-3.194

Exhibit 3.194

BY-LAWS

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF NORTH MISSOURI, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directions.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less the 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all the powers conferred by the instrument upon all the person designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a long term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the

 

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authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have a least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meeting of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extend provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

 

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Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specified otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or

 

5

until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meeting of the shareholders and Board of Directors, and all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders with a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

 

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Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list off shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its

 

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shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief, whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the person paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the

 

11

Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the

 

12

commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer, or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

 

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Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Emergency Physician Services of North Missouri, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of April 28, 2014.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

14

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.195 86 d805253dex3195.htm EX-3.195 EX-3.195

Exhibit 3.195

ARTICLES OF INCORPORATION

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF MISSOURI, INC.

ARTICLE I - NAME

The name of this corporation is Sheridan Emergency Physician Services of Missouri, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPLE OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 3323; and the name of the initial registered agent of this Corporation at that address is Jillian Marcus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Mitchell Eisenberg    Robert Coward
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

Lewis Gold

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jillian Marcus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 19th day of July, 2012.

 

/s/ Jillian Marcus

Jillian Marcus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Emergency Physician Services of Missouri, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jillian Marcus as its agent to accept service of process within this state.

Sheridan Emergency Physician Services of Missouri, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 19th day of July, 2012.

 

/s/ Jillian Marcus

Jay Marcus, Registered Agent
 EX-3.196 87 d805253dex3196.htm EX-3.196 EX-3.196

BY-LAWS

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF MISSOURI, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President of the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all the powers conferred by the instrument upon

all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have no consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors needs not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice of waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that (a) the demand is made in

good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article 1, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a

Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, ,the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Emergency Physician Services of Missouri, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of July 19, 2012.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.197 88 d805253dex3197.htm EX-3.197 EX-3.197

Exhibit 3.197

ARTICLES OF INCORPORATION

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH FLORIDA, INC.

ARTICLE I – NAME

The name of this corporation is Sheridan Emergency Physician Services of South Florida, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and address of the initial directors of this Corporation are:

 

John Carlyle    Robert Coward
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 9th day of May, 2013.

 

/s/ Jay Martus

Jay Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Emergency Physician Services of South Florida, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay Martus as its agent to accept service of process within this state.

Sheridan Emergency Physician Services of South Florida, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 9th day of May, 2013.

 

/s/ Jay Martus

Jay Martus, Registered Agent
 EX-3.198 89 d805253dex3198.htm EX-3.198 EX-3.198

Exhibit 3.198

BY-LAWS

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH FLORIDA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors needs not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice of waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that (a) the demand is made in

good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article 1, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a

Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, ,the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Emergency Physician Services of South Florida, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of May 9, 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.199 90 d805253dex3199.htm EX-3.199 EX-3.199

Exhibit 3.199

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

VESTAR/SHERIDAN, INC.

INTO

SHERIDAN HEALTHCARE, INC.

(Pursuant to Section 253 of the

General Corporation Law of Delaware)

Vestar/Sheridan, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), does hereby certify:

FIRST: That the Company owns at least ninety percent (90%) of all of the outstanding shares of each of the Common Stock, par value $.01 per share, and the Class A Common Stock, par value $.01 per share, of Sheridan Healthcare, Inc., a Delaware corporation (“Sheridan”).

SECOND: That the Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent dated May 4, 1999 pursuant to 8 Del. C. § 141(f), determined to merge itself into Sheridan, with Sheridan being the surviving corporation (the “Surviving Corporation”):

RESOLVED that the Company merge (the “Merger”) itself into Sheridan Healthcare, Inc. (“Sheridan”) with Sheridan being the surviving corporation (the “Surviving Corporation”); and further

RESOLVED that in accordance with 8 Del. C. § 103(d) the Merger shall become effective upon the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware (the “Effective Time”); and further

RESOLVED that at the Effective Time, the certificate of incorporation of the Surviving Corporation as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety in the form set forth as Exhibit A hereto, and, as so amended, shall be the Restated Certificate of Incorporation of Sheridan; and further

RESOLVED that at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:

(i) Each share of Common Stock, par value $.01 per share (the “Common Stock”), and Class A Common Stock, par value $.01 per share (the “Class A Common Stock,” and, together with the Common Stock, the “Shares”), of Sheridan outstanding immediately prior to the Effective Time (other than Shares held in the treasury of Sheridan or Shares owned by Vestar/Sheridan Holdings, Inc. (“Parent”), the Company or any other direct or indirect subsidiary of Parent, which shall be cancelled, and Shares held by stockholders who are entitled to demand and properly demand appraisal of their Shares and who comply with all of the provisions of Delaware law relating thereto) shall be converted into the right to receive $9.25 in cash per share, payable to the holder thereof without interest thereon, less any required withholding taxes, upon the surrender of the certificate formerly representing such Share;

(ii) Each share of Common Stock, par value $.01 per share, of the Company outstanding immediately prior to the Effective Time shall be converted into and shall thereafter evidence one fully paid and nonassessable share of Common Stock, par value $.01 per share, of the Surviving Corporation; and

(iii) The Directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the certificate of incorporation and by-laws of the Surviving Corporation, until their successors shall be duly elected or appointed and shall duly qualify; and further

RESOLVED that the proper officers of the Company be, and they hereby are, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to so merge the Company into Sheridan and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of the State of Delaware and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be necessary or proper to effect said merger.

THIRD: That, at the Effective Time, the certificate of incorporation of the Surviving Corporation as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety in the form set forth as Exhibit A hereto, and, as so amended, shall be the Restated Certificate of Incorporation of Sheridan.

FOURTH: That the Merger described herein has been approved by the sole stockholder of the Company by written consent pursuant to 8 Del. C. § 228.

FIFTH: That in accordance with 8 Del. C. §103(d), the Merger shall become effective upon the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this certificate to be signed by its authorized officer, this 5th day of May 1999.

 

VESTAR/SHERIDAN, INC.
By:  

/s/ James L. Elrod, Jr.

  Name:   James L. Elrod, Jr.
  Title:   President

EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION

OF

SHERIDAN HEALTHCARE, INC.

ARTICLE I

NAME

The name of the Corporation is Sheridan Healthcare, Inc.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSES

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

The total number of shares of capital stock which the Corporation shall have the authority to issue is five hundred one thousand (501,000) shares, of which (i) one thousand (1,000) shares shall be Common Stock, par value $.01 per share (the “Common Stock”), and (ii) five hundred thousand (500,000) shares shall be Preferred Stock, par value $.01 per share (the “Preferred Stock”).

As set forth in this Article IV, the Board of Directors or any authorized committee thereof is authorized from time to time to establish and designate one or more series of Preferred Stock, to fix and determine the variations in the relative rights and preferences as between the different series of Preferred Stock in the manner hereinafter set forth in this Article IV, and to fix or alter the number of shares comprising any such series and the designation thereof to the extent permitted by law.

The number of authorized shares of the class of Preferred Stock may be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock.

The designations, powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below.

Subject to any limitations prescribed by law, the Board of Directors or any authorized committee thereof is expressly authorized to provide for the issuance of the shares of Preferred Stock in one or more series of such stock, and by filing a certificate pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof. Any action by the Board of Directors or any authorized committee thereof under this Article IV to fix the designations, powers, preferences and the relative, participating, optional or other special rights of the shares of a series of Preferred Stock and any qualifications, limitations and restrictions thereof shall require the affirmative vote of a majority of the Directors then in office or a majority of the members of such committee. The Board of Directors or any authorized committee thereof shall have the right to determine or fix one or more of the following with respect to each series of Preferred Stock to the extent permitted by law:

(a) The distinctive serial designation and the number of shares constituting such series;

(b) The rights in respect of dividends or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating and other rights, if any, with respect to dividends;

(c) The voting powers, full or limited, if any, of the shares of such series;

(d) Whether the shares of such series shall be redeemable and, if so, the price or prices at which, and the terms and conditions on which, such shares may be redeemed;

(e) The amount or amounts payable upon the shares of such series and any preferences applicable thereto in the event of voluntary or involuntary liquidation, distribution or winding up of the Corporation;

(f) Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such fund;

(g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange.

(h) The price or other consideration for which the shares of such series shall be issued;

(i) Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of Preferred Stock (or series thereof) and whether such shares may be reissued as shares of the same or any other class or series of stock; and

(j) Such other powers, preferences, rights, qualifications, limitations and restrictions thereof as the Board of Directors or any authorized committee thereof may deem advisable.

ARTICLE V

(INTENTIONALLY OMITTED)

ARTICLE VI

DIRECTORS

 

  Section 1. General.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law.

 

  Section 2. Election of Directors.

Election of Directors need not be by written ballot unless the By-laws of the Corporation shall so provide.

  Section 3. Term of Directors.

The number of Directors of the Corporation shall be fixed by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Preferred Stock of the Corporation, shall be classified, with respect to the term for which they severally hold office, into three classes, as nearly equal in number as possible. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2000, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2001, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2002. At each annual meeting of stockholders, the successor or successors of the class of Directors whose term expires at that meeting (other than Directors elected by any series of Preferred Stock) shall be elected by a plurality of the votes cast at such meeting and shall hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Directors elected to each class (other than Directors elected by any series of Preferred Stock) shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal.

Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Restated Certificate of Incorporation, the holders of any one or more series of Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation and any certificate of designations applicable thereto, and such Directors so elected shall not be divided into classes pursuant to this Section 3.

During any period when the holders of any series of Preferred Stock have the right to elect additional Directors as provided for or fixed pursuant to the provisions of Article IV hereof, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of Directors of the Corporation shall automatically be increased by such specified number of Directors, and the holders of such Preferred Stock shall be entitled to elect the additional Directors so provided for or fixed pursuant to said provisions, and (ii) each such additional Director shall serve until such Director’s successor shall have been duly elected and qualified, or until such Director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to such Director’s earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional Directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional Directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional Directors, shall forthwith terminate and the total and authorized number of Directors of the Corporation shall be reduced accordingly.

  Section 4. Vacancies.

Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall determine the class or classes to which the increased or decreased number of Directors shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

 

  Section 5. Removal.

Subject to the right, if any, of any series of Preferred Stock to elect Directors and to remove any Director whom the holders of any such stock have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of at least two-thirds of the total votes which would be eligible to be cast by stockholders in the election of such Director. At least 30 days prior to any meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal shall be sent to the Director whose removal will be considered at the meeting. For purposes of this Restated Certificate of Incorporation, “cause,” with respect to the removal of any Director shall include (i) conviction of a felony, (ii) declaration of unsound mind by order of court, (iii) gross dereliction of duty, (iv) commission of any action involving moral turpitude, or (v) commission of an action which constitutes intentional misconduct or a knowing violation of law if such action in either event results both in an improper substantial personal benefit and a material injury to the Corporation.

ARTICLE VII

LIMITATION OF LIABILITY; INDEMNIFICATION

 

  Section 1. Limitation of Liability.

Except as otherwise provided by the DGCL as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or

modification of this Article VII by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

 

  Section 2. Indemnification.

To the fullest extent permitted by the DGCL, the Corporation shall indemnify any current or former director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he was or is a party by reason of his current or former position with the Corporation or by reason of the fact that he is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VIII

AMENDMENT OF BY-LAWS

 

  Section 1. Amendment by Directors.

Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors.

 

  Section 2. Amendment by Stockholders.

The By-laws of the Corporation may be amended or repealed by the affirmative vote of at least a majority of the total votes eligible to be cast on such amendment or repeal by holders of voting stock, voting together as a single class.

ARTICLE IX

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend or repeal this Restated Certificate of Incorporation in the manner now or hereafter prescribed by statute and this Restated Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. No amendment or repeal of this Restated Certificate of Incorporation shall be made unless the same is first approved by the Board of Directors pursuant to a resolution adopted by the Board of Directors in accordance with Section 242 of the DGCL, and, except as otherwise provided by law, thereafter approved by the stockholders. Whenever any vote of the holders of voting stock is required, and in addition to any other vote of holders of voting stock that is required by this Restated Certificate of Incorporation or by law, the affirmative vote of a

majority of the total votes eligible to be cast by holders of voting stock with respect to such amendment or repeal, voting together as a single class, at a duly constituted meeting of stockholders called expressly for such purpose shall be required to amend or repeal any provisions of this Restated Certificate of Incorporation; provided, however, that the affirmative vote of not less than 80% of the total votes eligible to be cast by holders of voting stock, voting together as a single class, shall be required to amend or repeal any of the provisions of Article VI or Article IX of this Restated Certificate of Incorporation.

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

SHERIDAN HEALTHCARE, INC.

Sheridan Healthcare, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), DOES HEREBY CERTIFY:

 

  1. That Article IV of the Restated Certificate of Incorporation of the Corporation, filed with the Secretary of State of the State of Delaware effective May 5, 1999 (the “Certificate”), be, and hereby is, amended and restated to read as follows:

 

  “IV. The total number of shares of capital stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, par value of $.01 per share (the “Common Stock”).”

 

  2. That such amendment to the Certificate was consented to and adopted by the sole stockholder of the Corporation acting without a meeting by written consent pursuant to Section 228 of the General Corporate Law of the State of Delaware.

 

  3. That such amendment to the Certificate was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Jay A. Martus, its Senior Vice President and Secretary, on January 12, 2007.

 

SHERIDAN HEALTHCARE, INC.
By:  

/s/ Jay A. Martus

  Jay A. Martus
  Senior Vice President & Secretary
 EX-3.200 91 d805253dex3200.htm EX-3.200 EX-3.200

Exhibit 3.200

AMENDED AND RESTATED

BY-LAWS

OF

SHERIDAN HEALTHCARE, INC.

ARTICLE I

Stockholders

SECTION 1. Annual Meeting. The annual meeting of the stockholders shall be held at the hour, date and place within or without the United States which is fixed by the majority of the Board of Directors, the Chairman of the Board, if one is elected, or the President, which time, date and place may subsequently be changed at any time by vote of the Board of Directors. If no annual meeting has been held for a period of thirteen months after the Corporation’s last annual meeting of the stockholders, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-Laws or otherwise, all the force and effect of an annual meeting. Any and all references hereafter in these By-Laws to an annual meeting or annual meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.

SECTION 2. Matters to be Considered at Annual Meetings. At any annual meeting of stockholders or any special meeting in lieu of annual meeting of stockholders (the “Annual Meeting”), only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before such Annual Meeting. To be considered as properly brought before an Annual Meeting, business must be: (a) specified in the notice of meeting, (b) otherwise properly brought before the meeting by, or at the direction of, the Board of Directors, or (c) otherwise properly brought before the meeting by any holder of record (both as of the time notice of such proposal is given by the stockholder as set forth below and as of the record date for the Annual Meeting in question) of any shares of capital stock of the Corporation entitled to vote at such Annual Meeting who complies with the requirements set forth in this Section 2.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder of record of any shares of capital stock entitled to vote at such Annual Meeting, such stockholder shall: (i) give timely notice as required by this Section 2 to the Secretary of the Corporation and (ii) be present at such meeting, either in person or by a representative. For the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the later of (A) the 75th day prior to the scheduled date of such Annual Meeting or (B) the 15th day following the day on which public announcement of the date of such Annual Meeting is first made by the Corporation. For all subsequent Annual Meetings, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not less the 75 days nor more than 120 days prior to the

anniversary date of the immediately preceding Annual Meeting (the “Anniversary Date”); provided, however, that in the event the Annual Meeting is scheduled to be held on a date more than 30 days before the Anniversary Date or more than 60 days after the Anniversary Date, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the later of (A) the 75th day prior to the schedule date of such Annual Meeting or (B) the 15th day following the day on which public announcement of the date of such Annual Meeting is first made by the Corporation.

For purposes of these By-laws, “public announcement” shall mean: (i) disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, (ii) a report or other document filed publicly with the Securities and Exchange Commission (including, without limitation, a Form 8-K), or (iii) a letter or report sent to stockholders of record of the Corporation at the time of the mailing of such letter or report.

A stockholder’s notice to the Secretary shall set forth as to each matter proposed to be brought before an Annual Meeting: (i) a brief description of the business the stockholder desires to bring before such Annual Meeting and the reasons for conducting such business at such Annual Meeting, (ii) the name and address, as they appear on the Corporation’s stock transfer books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation’s capital stock beneficially owned by the stockholder proposing such business, (iv) the names and addresses of the beneficial owners, if any, of any capital stock of the Corporation registered in such stockholder’s name on such books, and the class and number of shares of the Corporation’s capital stock beneficially owned by such beneficial owners, (v) the names and addresses of other stockholders, and (vi) any material interest of the stockholder proposing to bring such business before such meeting (or any other stockholders known to be supporting such proposal) in such proposal.

If the Board of Directors or a designated committee thereof determines that any stockholder proposal was not made in a timely fashion in accordance with the provisions of this Section 2 or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2 in any material respect, such proposal shall not be presented for action at the Annual Meeting in question. If neither the Board of Directors nor such committee makes a determination as to the validity of any stockholder proposal in the manner set forth above, the presiding officer of the Annual Meeting shall determine whether the stockholder proposal was made in accordance with the terms of this Section 2. If the presiding officer determines that any stockholder proposal was not made in a timely fashion in accordance with the provisions of this Section 2 or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2 in any material respect, such proposal shall not be presented for action at the Annual Meeting in question. If the Board of Directors, a designated committee thereof or the presiding officer determines that a stockholder proposal was made in accordance with the requirements of this Section 2, the presiding officer shall so declare at the Annual Meeting and ballots shall be provided for use at the meeting with respect to such proposal.

Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended

 

2

(the “Exchange Act”), and the rules and regulations thereunder with respect to the matters set forth in this By-Law, and nothing in this By-Law shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

SECTION 3. Special Meetings. Except as otherwise required by law and subject to the rights, if any, of the holders of any series Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office.

SECTION 4. Matters to be Considered at Special Meetings. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation, unless otherwise provided by law.

SECTION 5. Notice of Meetings, Adjournments. A written notice of all Annual Meetings stating the hour, date and place of such Annual Meetings shall be given by the Secretary or an Assistant Secretary (or other person authorized by these By-Laws or by law) not less the 10 nor more than 60 days before the Annual Meeting, to each stockholder entitled to vote thereat and to each stockholder who, by law or under the Amended and Restated Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) or under these By-Laws, is entitled to such notice, by delivering such notice to him or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books. Such notice shall be deemed to be delivered when hand delivered to such address or deposited in the mail so addressed, with postage prepaid.

Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the written notice of all special meeting shall state the purpose or purposes for which the meeting has been called.

Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a written waiver of notice is signed before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance was for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purposed of, any Annual Meeting or special meeting of stockholders need be specified in any written waiver of notice.

The Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 2 of this Article I or Section 3 of Article II hereof or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for giving of a stockholder’s notice under Section 2 of Article I and Section 3 of Article II of these By-Laws.

 

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When any meeting is convened, the presiding officer may adjourn the meeting if (a) no quorum is present for the transaction of business, (b) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (c) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place to which the meeting is adjourned; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate or these By-Laws, is entitled to such notice.

SECTION 6. Quorum. The holders of shares of voting stock representing a majority of the voting power of the outstanding shares of voting stock issued, outstanding and entitled to vote at a meeting of stockholders, represented in person or by proxy at such meeting, shall constitute a quorum; but if less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 5 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 7. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the Corporation, unless otherwise provided by law or by the Certificate. Stockholders may vote either in person or by written proxy, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the Secretary of the meeting before being voted. Except as otherwise limited therein or as otherwise provided by law, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting, but they shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid, and the burden of proving invalidity shall rest on the challenger.

SECTION 8. Action at Meeting. When a quorum is present, any matter before any meeting of stockholders shall be decided by the vote of a majority of the voting power of shares of voting stock, present in person or represented by proxy at such meeting and entitled to vote on such matter, except where a larger vote is required by law, by the Certificate or by these By-Laws. Any election by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate or by these By-Laws. The Corporation shall not directly or indirectly vote any shares of is own stock; provided, however, that the Corporation may vote shares which it holds in fiduciary capacity to the extent permitted by law.

 

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SECTION 9. Stockholder Lists. The Secretary or an Assistant Secretary (or the Corporation’s transfer agent or other person authorized by these By-Laws or by law) shall prepare and make, at least 10 days before every Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the hour, date and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 10. Presiding Officer. The Chairman of the Board, if one is elected, or if not elected or in his or her absence, the President, shall preside at all Annual Meetings or special meetings of stockholders and shall have the power, among other things, to adjourn such meeting at any time and from time to time, subject to Sections 5 and 6 of this Article I. The order of business and all other matters of procedure at any meeting of the stockholders shall be determined by the presiding officer.

SECTION 11. Voting Procedures and Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the General Corporation law of the State of Delaware, as amended from time to time (the “DGCL”), including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. The presiding officer may review all determinations made by the inspector(s), and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion he or she shall not be bound by any determinations made by the inspector(s). All determinations by the inspector(s) and, if applicable, the presiding officer shall be subject to further review by an court of competent jurisdiction.

 

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ARTICLE II

DIRECTORS

SECTION 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except provided by the Certificate or required by law.

SECTION 2. Number and Terms. The number of Directors of the Corporation shall be fixed by resolution duly adopted from time to time by the Board of Directors. The Directors shall hold office in the manner provided in the Certificate.

SECTION 3. Director Nominations. Nominations of candidates for election as directors of the Corporation at any Annual Meeting may be made only (a) by, or at the direction of, a majority of the Board of Directors or (b) by any holder of record (both as of the time notice of such nomination is given by the stockholder as set forth below and as of the record date for the Annual Meeting in question) of any shares of the capital stock of the Corporation entitled to vote at such Annual Meeting who complies with the timing, informational and other requirements set forth in this Section 3. Any stockholder who has complied with the timing, informational and other requirements set forth in this Section 3 and who seeks to make such a nomination, or his, her or its representative, must be present in person at the Annual Meeting. Only persons nominated in accordance with the procedures set forth in this Section 3 shall be eligible for election as directors at an Annual Meeting.

Nominations, other than those made by, or at the direction of, the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Section 3. For the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the later of (A) the 75th day prior to the scheduled date of such Annual Meeting or (B) the 15th day following the day on which public announcement of the date of such Annual Meeting is first made by the Corporation. For all subsequent Annual Meetings, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not less than 75 days nor more than 120 days prior to the Anniversary Date; provide, however, that in the event the Annual Meeting is scheduled to be held on a date more than 30 days before the Anniversary Date or more than 60 days after the Anniversary Date, a stockholder’s notice shall be timely if delivered to, or mailed and received by, the Corporation at its principal executive office not later than the close of business on the later of (i) the 75th day prior to the scheduled date of such Annual Meeting or (ii) the 15th day following the day on which public announcement of the date of such Annual Meeting is first made by the Corporation.

A stockholder’s notice to the Secretary shall set forth as to each person whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation’s capital stock which are beneficially owned by such person on the date of such stockholder notice, and (iv) the consent of each nominee to serve as a director if elected. A stockholder’s notice to the Secretary shall further set forth as to the stockholder giving such notice: (i) the name and address, as they appear on the Corporation’s stock transfer books, of such stockholder and of the beneficial owners (if any) of the Corporation’s capital stock registered in such stockholder’s

 

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name and the name and address of other stockholders known by such stockholder to be supporting such nominee(s), (ii) the class and number of shares of the Corporation’s capital stock which are held of record, beneficially owned or represented by proxy by such stockholder and by any other stockholders known by such stockholder to be supporting such nominee(s) on the record date for the Annual Meeting in question (if such date shall then have been made publicly available) and on the date of such stockholder’s notice, and (iii) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder.

If the Board of Directors or a designated committee thereof determines that any stockholder nomination was not made in accordance with the terms of this Section 3 or that the information provided in a stockholder’s notice does not satisfy the informational requirements of this Section 3 in any material respect, then such nomination shall not be considered at the Annual Meeting in question. If neither the Board of Directors nor such committee makes a determination as to whether a nomination was made in accordance with the provisions of this Section 3, the presiding officer of the Annual Meeting shall determine whether a nomination was made in accordance with such provisions. If the presiding officer determines that any stockholder nomination was not made in accordance with the terms of this Section 3 or that the information provided in a stockholder’s notice does not satisfy the informational requirements of this Section 3 in any material respect, then such nomination shall not be considered at the Annual Meeting in question. If the Board of Directors, a designated committee thereof or the presiding officer determines that a nomination was made in accordance with the terms of this Section 3, the presiding officer shall so declare at the Annual Meeting and ballots shall be provided for use at the meeting with respect to such nominee.

Notwithstanding anything to the contrary in the second sentence of the second paragraph of this Section 3, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 75 days prior to the Anniversary Date, a stockholder’s notice required by this Section 3 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if such notice shall be delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the 15th day following the day on which such public announcement is first made by the Corporation.

No person shall be elected by the stockholders as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Section. Election of Directors at the annual meeting need not be by written ballot, unless otherwise provided by the Board of Directors or presiding officer at such annual meeting. If written ballots are to be used, ballots bearing the names of all persons who have been nominated for election as Directors at the annual meeting in accordance with the procedures set forth in this Section shall be provided for use at the annual meeting.

SECTION 4. Qualification. No Director need be a stockholder of the Corporation.

 

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SECTION 5. Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Subject to the Rights, if any, of the holders of any series of Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall determine the class or classes to which the increased or decreased number of Directors shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

SECTION 6. Removal. Directors may be removed from office in the manner provided in the Certificate.

SECTION 7. Resignation. A Director may resign at any time by giving written notice to the Chairman of the Board, if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise provides.

SECTION 8. Regular Meetings. The regular annual meeting of the Board of Directors shall be held, without notice other than this By-Law, on the same date and at the same place as the Annual Meeting following the close of such meeting of stockholders. Other regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may be resolution from time to time determine without notice other than such resolution.

SECTION 9. Special Meetings. Special meetings of the Board of Directors may be called orally or in writing, by or at the request of a majority of the Directors, the Chairman of the Board, if one is elected, or the President. The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof.

SECTION 10. Notice of Meetings. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairman of the Board, if one is elected, or the President. Notice of any special meeting of the Board of Directors shall be given to each Director in person, by telephone, or by telex, telecopy, telegram, or other written form of electronic communication, sent to his or her business or home address, at least 24 hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least 48 hours in advance of the meeting. Such notice shall be deemed to be delivered when hand delivered to such address, read to such Director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if telexed or telecopied, or when delivered to the telegraph company if sent by telegraph.

 

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When any Board of Directors meeting, either regular or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the hour, date or place of any meeting adjourned for less than 30 days or of the business to be transacted thereat, other than an announcement at the meeting at which such adjournment is taken of the hour, date and place to which the meeting is adjourned.

A written waiver of notice signed before or after a meeting by a Director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. Except as otherwise required by law, by the Certificate or by these By-Laws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 11. Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 10 of this Article II. Any business which might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present.

SECTION 12. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless otherwise required by law, by the Certificate or by these By-Laws.

SECTION 13. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing. Such written consent shall be filed with the records of the meetings of the Board of Directors and shall be treated for all purposes as a vote at a meeting of the Board of Directors.

SECTION 14. Manner of Participation. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these By-Laws.

SECTION 15. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number one or more committees, including, without limitation, an Executive Committee, a Compensation Committee, a Stock Option Committee and

 

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an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate or by these By-Laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-Laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meeting and shall report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee, to the extent permitted by law, but no such rescission shall have retroactive effect.

SECTION 16. Compensation of Directors. Directors shall receive such compensation for their services as shall be determined by a majority of the Board of Directors provided that Directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as Directors of the Corporation.

ARTICLE III

Officers

SECTION 1. Enumeration. The officers of the Corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, without limitation, a Chairman of the Board of Directors and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

SECTION 2. Election. At the regular annual meeting of the Board following the annual meeting of stockholders, the Board of Directors shall elect the President, the Treasurer and the Secretary. Other officers may be elected by the Board of Directors at such regular annual meeting of the Board of Directors or at any other regular or special meeting.

SECTION 3. Qualification. No officer need be a stockholder or a Director. Any person may occupy more than one office of the Corporation at any time. Any officer may be required by the Board of Directors to give bond for the faithful performance of his or her duties in such amount and with such sureties as the Board of Directors may determine.

SECTION 4. Tenure. Except as otherwise provided by the Certificate or by these By-Laws, each of the officers of the Corporation shall hold office until the regular annual meeting of the Board of Directors following the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

SECTION 5. Resignation. Any officer may resign by delivering his or her written resignation to the Corporation addressed to the President or the Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

 

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SECTION 6. Removal. Except as otherwise provided by law, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the Directors then in office.

SECTION 7. Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

SECTION 8. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

SECTION 9. President. Unless otherwise provided by the Board of Directors or the Certificate, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of the Corporation’s business. If there is no Chairman of the Board or if he or she is absent, the President shall preside, when present, at all meetings of stockholders and of the Board of Directors. The President shall have such other powers and perform such other duties as the Board of Directors may from time to time designate.

SECTION 10. Chairman of the Board. The Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such other duties as the Board of Directors may from time to time designate.

SECTION 11. Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 12. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation. He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 13. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In his or her absence from any such

 

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meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform his or her duties and responsibilities.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 14. Other Powers and Duties. Subject to these By-Laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.

ARTICLE IV

Capital Stock

SECTION 1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairman of the Board of Directors, the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. The Corporation seal and the signatures by Corporation officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and very certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

SECTION 2. Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

SECTION 3. Record Holders. Except as may otherwise be required by law, by the Certificate or by these By-Laws, the Corporation shall be entitled to treat the record holder of

 

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stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-Laws.

It shall be the duty of each stockholder to notify the Corporation of his or her post office address and any changes thereto.

SECTION 4. 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 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 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: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting and (2) in the case of any action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 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 and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

ARTICLE V

Indemnification

SECTION 1. Definitions. For purposes of this Article: (a) “Officer” means any person who serves or has served as a Director or officer of the Corporation or in any other office filled by election or appointment by the stockholders or the Board of Directors of the Corporation and any heirs, executors, administrators or personal representatives of such person; (b) “Non-Officer Employee” means any person who serves or has served as an employee of the Corporation, but who is not or was not an Officer, and any heirs, executors, administrators or personal representatives of such person; (c) “Proceeding” means any threatened, pending, or completed action, suit or proceeding (or part thereof), whether civil, criminal, administrative, arbitrative or investigative, any appeal of such an action, suit or proceeding, and any inquiry or investigation which could lead to such an action, suit, or proceeding; and (d) “Expenses” means any liability fixed by a judgment, order, decree or award in a Proceeding, any amount reasonably paid in settlement of a Proceeding or in settlement of a Proceeding, including fines, taxes and penalties relating thereto.

 

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SECTION 2. Officers. Except as provided in Section 4 of this Article V, each Officer of the Corporation shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCI, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader rights than said law permitted the Corporation to provide prior to such amendment) against any and all Expenses incurred by such Officer in connection with any Proceeding in which such Officer is involved as a result of serving or having served (a) as an Officer or employee of the Corporation, (b) as a director, officer or employee of any subsidiary of the Corporation, or (c) in any capacity with any other corporation, organization, partnership, joint venture, trust or other entity as the written request or direction of the Corporation, including service with respect to employee or other benefit plans, and shall continue as to an Officer after he or she has ceased to be an Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that the Corporation shall indemnify any such Officer seeking indemnification in connection with a Proceeding initiated by such Officer only if such Proceeding was authorized by the Board of Directors of the Corporation.

SECTION 3. Non-Officer Employees. Except as provided in Section 4 of this Article V, each Non-Officer Employee of the Corporation may, in the discretion of the Board of Directors, be indemnified by the Corporation to the fullest extent authorized by the DGCI, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader rights than said law permitted the Corporation to provide prior to such amendment) against any or all Expenses incurred by such Non-Officer Employee in connection with any Proceeding in which such Non-Officer Employee is involved as a result of serving or having served (a) as a Non-Officer Employee of the Corporation, (b) as a director, officer or employee of any subsidiary of the Corporation, or (c) in any capacity with any other corporation, organization, partnership, joint venture, trust or other entity at the request or direction of the Corporation, including service with respect to employee or other benefit plans, and shall continue as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators; provided, however, that the Corporation may indemnify any such Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation.

SECTION 4. Good Faith. No indemnification shall be provided pursuant to his Article V to an Officer or to a Non-Officer Employee with respect to a matter as to which such person shall have been finally adjudicated in any Proceeding to have acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the event that a proceeding is compromised or settled prior to final adjudication so as to impose any liability or obligation upon an Officer or Non-Officer Employee, no indemnification shall be provided pursuant to this Article V to said Officer or

 

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Non-Officer Employee with respect to a matter if there be a determination that with respect to such matter such person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding had no reasonable cause to believe his or her conduct was unlawful. The determination contemplated by the proceeding sentence shall be made by (i) a majority vote of those Directors who are not involved in such Proceeding (the “Disinterested Directors”); (ii) by the stockholders; or (iii) if directed by a majority of Disinterested Directors, by independent legal counsel in a written opinion. However, if more than half of the Directors are not Disinterested Directors, the determination shall be made by (i) a majority vote of a committee of one or more disinterested Director(s) chosen by the disinterested Director(s) at a regular or special meeting; (ii) by the stockholders; or (iii) by independent legal counsel chosen by the Board of Directors in a written opinion.

SECTION 5. Prior to Final Disposition. Unless otherwise determined by (i) the Board of Directors, (ii) if more than half of the Directors are involved in a Proceeding by a majority vote of a committee of one or more Disinterested Director(s) chosen in accordance with the procedures specified in Section 4 of this Article or (iii) if directed by the Board of Directors, by independent legal counsel in a written opinion, any indemnification extended to an Officer or Non-Officer Employee pursuant to this Article V shall include payment by the Corporation or a subsidiary of the Corporation of Expenses as the same are incurred in defending a Proceeding in advance of the final disposition of such Proceeding upon receipt of an undertaking by such Officer or Non-Officer Employee seeking indemnification to repay such payment if such Officer or Non-Officer Employee shall be adjudicated or determined not to be entitled to indemnification under this Article V.

SECTION 6. Contractual Nature of Rights. The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Officer and Non-Officer Employee who serves in such capacity at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. If a claim for indemnification or advancement of expenses hereunder by an Officer or Non-Officer Employee is not paid in full by the Corporation within 60 days after a written claim for indemnification or documentation of expenses has been received by the Corporation, such Officer or Non-Officer Employee 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, such Officer or Non-Officer Employee shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification or advancement of expenses under this Article V shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible.

SECTION 7. Non-Exclusivity of Rights. The provisions in respect of indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition set forth in this Article V shall not be exclusive of any right which any person may have or hereafter acquire under any statute, provision of the Certificate or these By-Laws,

 

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agreement, vote of stockholders or disinterested directors or otherwise; provided, however, that in the event the provisions of this Article V in any respect conflict with the terms of any agreement between the Corporation or any of its subsidiaries and any person entitled to indemnification under this Article V, then the provision which is more favorable to the relevant individual shall govern.

SECTION 8. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Officer or Non-Officer Employee, or arising out of any such status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

ARTICLE VI

Miscellaneous Provisions

SECTION 1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on the last day of December of each year.

SECTION 2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

SECTION 3. Execution of Insurance. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without Director action may be executed on behalf of the Corporation by the Chairman of the Board, if one is elected, the President or the Treasurer or any other Office, employee or agent of the Corporation as the Board of Directors or Executive Committee ma authorize.

SECTION 4. Voting Securities. Unless the Board of Directors otherwise provides, the Chairman of the Board, if one is elected, the President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

SECTION 5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

SECTION 6. Corporate Records. The original or attested copies of the Certificate, By-Laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at the office of its counsel or at any office of its transfer agent or at each other place or places as may be designated from time to time by the Board of Directors.

 

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SECTION 7. Certificate. All references in these By-Laws to the Certificate shall be deemed to refer to the Amended and Restated Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

SECTION 8. Amendment of By-Laws.

(a) Amendment by Directors. Except as provided otherwise by law, these By-laws may be amended or repealed by the Board of Directors.

(b) Amendment by Stockholders. These By-Laws may be amended or repealed at any annual meeting of stockholders or special meeting of stockholders called for such purposed, by the affirmative vote of at least two-thirds of the total votes eligible to be cast on such amendment or repeal by holders of voting stock, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders such amendment or repeal shall only require the affirmative vote of a majority of the total votes eligible to be cast on such amendment or repeal by holders of voting stock, voting together as a single class.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN HEALTHCARE, INC. are the Bylaws duly adopted by the directors of the Corporation pursuant to a written consent to action dated as of July 27, 1995.

 

/s/ Jay A. Martus, V.P.

Jay A. Martus
Vice President and Secretary

Adopted July 27, 1995 and effective as of October 30, 1995.

 

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EX-3.201 92 d805253dex3201.htm EX-3.201 EX-3.201

Exhibit 3.201

ARTICLES OF INCORPORATION

OF

SHERIDAN HEALTHCARE OF LOUISIANA, INC.

ARTICLE I - NAME

The name of this corporation is SHERIDAN HEALTHCARE OF LOUISIANA, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPLE OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 3323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Mitchell Eisenberg    Lewis Gold
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323
Robert Coward   
1613 North Harrison Parkway   
Suite 200   
Sunrise, FL 33323   

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 10th day of September, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That SHERIDAN HEALTHCARE OF LOUISIANA, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Healthcare of Louisiana, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 10th day of September, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.202 93 d805253dex3202.htm EX-3.202 EX-3.202

Exhibit 3.202

BY-LAWS

OF

SHERIDAN HEALTHCARE OF LOUISIANA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directions.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less the 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all the powers conferred by the instrument upon all the person designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a long term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have a least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article,

 

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or until their earlier resignation or death. The Chairman shall preside at all meeting of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extend provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specified otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meeting of the shareholders and Board of Directors, and all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

 

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The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all

 

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shareholders’ meetings and records of all actions taken by shareholders with a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list off shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

 

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Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief, whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the person paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that

 

12

indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer, or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

13

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN HEALTHCARE OF LOUISIANA, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 10, 2004.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.203 94 d805253dex3203.htm EX-3.203 EX-3.203

Exhibit 3.203

ARTICLES OF INCORPORATION

OF

SHERIDAN HEALTHCARE OF MISSOURI, INC.

ARTICLE I - NAME

The name of this corporation is SHERIDAN HEALTHCARE OF MISSOURI, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPLE OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 3323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Mitchell Eisenberg    Lewis Gold
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323
Robert Coward   
1613 North Harrison Parkway   
Suite 200   
Sunrise, FL 33323   

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 1st day of July, 2005.

 

/s/ Jay A. Martus

Jay A. Martus, Esq., Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That SHERIDAN HEALTHCARE OF MISSOURI, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Healthcare of Missouri, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 1st day of July, 2005.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.204 95 d805253dex3204.htm EX-3.204 EX-3.204

Exhibit 3.204

BY-LAWS

OF

SHERIDAN HEALTHCARE OF MISSOURI, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

 

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Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

 

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Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it had been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in persons at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

 

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The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

 

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Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

 

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ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date

 

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on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the

 

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statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to

 

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provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding)

 

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initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard

 

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of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

 

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Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Healthcare of Missouri, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of July 6, 2005.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.205 96 d805253dex3205.htm EX-3.205 EX-3.205

Exhibit 3.205

ARTICLES OF INCORPORATION

OF

SHERIDAN HEALTHCARE OF VERMONT, INC.

ARTICLE I – NAME

The name of this corporation is SHERIDAN HEALTHCARE OF VERMONT, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Anastasia L. Santarone.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of This Corporation are:

 

Mitchell Eisenberg    Lewis Gold
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323
Robert Coward   
1613 North Harrison Parkway   
Suite 200   
Sunrise, FL 33323   

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Lewis Gold

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 19th day of December, 2005.

 

/s/ Lewis Gold

Lewis Gold, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That SHERIDAN HEALTHCARE OF VERMONT, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Anastasia L. Santarone as its agent to accept service of process within this state:

Sheridan Healthcare of Vermont, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 19th day of December, 2005.

 

/s/ Anastasia L. Santarone

Anastasia L. Santarone, Registered Agent
 EX-3.206 97 d805253dex3206.htm EX-3.206 EX-3.206

Exhibit 3.206

BY-LAWS

OF

SHERIDAN HEALTHCARE OF VERMONT, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

 

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Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

 

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Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it had been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in persons at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

 

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The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

 

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Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

 

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ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date

 

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on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the

 

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statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to

 

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provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding)

 

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initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard

 

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of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

 

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Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Healthcare of Vermont, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of December 19, 2005.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.207 98 d805253dex3207.htm EX-3.207 EX-3.207

Exhibit 3.207

ARTICLES OF INCORPORATION

OF

SHERIDAN HEALTHCARE OF VIRGINIA, INC.

ARTICLE I - NAME

The name of this corporation is Sheridan Healthcare of Virginia, Inc. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida Law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Mitchell Eisenberg    Robert Coward
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

Lewis Gold

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 17th day of February, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Healthcare Services of Virginia, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Healthcare of Virginia, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designed in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 17th day of February, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent

 EX-3.208 99 d805253dex3208.htm EX-3.208 EX-3.208

Exhibit 3.208

BY-LAWS

OF

SHERIDAN HEALTHCARE OF VIRGINIA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designated two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting, or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first

 

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annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors of the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of that notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice at the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President of the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all of financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

 

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Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder or record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder or record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

 

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The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is

 

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or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization before the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article) the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or,

 

- 12 -

(b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure for Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer, or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterest directors or recommendation of counsel or

 

- 13 -

otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

- 14 -

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN HEALTHCARE OF VIRGINIA, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of February 4, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

- 15 -

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.209 100 d805253dex3209.htm EX-3.209 EX-3.209

Exhibit 3.209

ARTICLES OF INCORPORATION

OF

SHERIDAN HEALTHCARE OF WEST VIRGINIA, INC.

The undersigned, acting as incorporator of a corporation under the West Virginia Corporation Act, Chapter 31 Article 1 Section 27 of the West Virginia Code, adopts the following Articles of Incorporation for such Corporation:

1. The name of the Corporation is Sheridan Healthcare of West Virginia, Inc.

2. The period of the Corporation’s duration is perpetual.

3. The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under Chapter Thirty-One, Article One of the West Virginia Code of 1931, as amended.

4. The address of the principal office of the Corporation is

The Riley Building STE 900

53 Fourteenth Street

Post Office Box 631 Wheeling, WV 26003-0081

5. The number of Directors constituting the initial Board of Directors of the Corporation is one (1). The name and address of the Director to serve until the first annual meeting of the shareholders or until a successor or successors are elected and shall qualify is:

Jay A. Martus

4651 Sheridan Street STE 400

Hollywood, FL 33201

6. The name and address of the incorporator is:

Arch W. Riley Jr.

The Riley Building ,STE 900

53 Fourteenth Street

Post Office Box 631

Wheeling, WV 26003-0081

7. The aggregate number of shares which the Corporation shall have authority to issue is Five Thousand (5,000) common shares of the par value of One Cent ($0.01) each.

Dated this 3rd day of August 2000.

 

/s/ Arch W. Riley Jr.

Arch W. Riley Jr.

STATE OF WEST VIRGINIA,

COUNTY OF OHIO, TO-WIT:

The foregoing instrument was acknowledged before me this 3rd day of August 2000, by Arch W. Riley Jr.

 

/s/ Karen L. Barnhart

Notary Public in, of and for West Virginia
My Commission Expires:  

04-09-04

CONSENT CERTIFICATE

Sheridan Children’s Healthcare Services of West Virginia, Inc., a West Virginia corporation, does hereby consent to the use of the corporate name “Sheridan Healthcare of West Virginia, Inc.” by Arch W. Riley Jr., in his capacity as incorporator of Sheridan Healthcare of West Virginia, Inc.; this consent being executed pursuant to Chapter 31 Article 1 Section 11 (a)(3)(i) of the West Virginia Code of 1931, as amended.

WITNESS the following signature this 2nd day of August, 2000.

 

SHERIDAN CHILDREN’S HEALTHCARE OF WEST VIRGINIA, INC.
By:  

/s/ Jay A. Martus

  Its Vice President

 

STATE OF FLORIDA     )
    ) ss:
COUNTY OF BROWARD   )

The foregoing consent certificate was acknowledged before me this 2nd day of August, 2000, by Jay A. Martus, Vice President of Sheridan Children’s Healthcare Services of West Virginia, Inc., for and on behalf of the corporation.

 

/s/ Anastasia L. Santarone

Notary Public in, of and for Florida
My Commission Expires:  

Jan. 8, 2003

This Instrument Prepared By:

BAILEY, RILEY, BUCH & HARMAN, L.C.

The Riley Building STE 900

53 Fourteenth Street

Post Office Box 631

Wheeling, WV 26003-0081

Telephone: 304.232.6675

Facsimile: 304.232.9897

EX-3.210 101 d805253dex3210.htm EX-3.210 EX-3.210

Exhibit 3.210

AMENDED BYLAWS

OF

SHERIDAN HEALTHCARE OF WEST VIRGINIA, INC.

GOVERNING THE EMPLOYMENT OF PHYSICIANS

AND PHYSICIAN AUTONOMY IN THE PRACTICE OF MEDICINE

IN THE STATE OF WEST VIRGINIA

Section 1. Statement of Purpose. The Corporation is a for-profit business corporation, organized in the State of West Virginia on August 4, 2000. The West Virginia Board of Medicine made a determination on September 20, 2000 that the Corporation was not in violation of the West Virginia Medical Practice Act and therefore able to provide perinatology services to various health care facilities in the State of West Virginia, including but not limited to hospitals, clinics and medical offices, exclusively through physicians and health care providers who are licensed and otherwise qualified to render professional medical services in the State of West Virginia.

The Corporation continues to meet the criteria contained in the West Virginia Medical Practice Act. The Corporation desires to amend its Bylaws in order to include the provision of professional anesthesiology services and other medical specialty services. The provision of these medical specialty services shall be carried out exclusively through such physicians and health care providers who are licensed and otherwise qualified to render professional medical services in the State of West Virginia. To carry out this purpose, the Corporation must recruit and employ such physicians and other health care providers who are duly licensed and qualified to provide anesthesiology and other medical specialty services in the State of West Virginia.

The Corporation has identified a need for medical specialty services, including anesthesiology services, in the State of West Virginia. Through its recruitment efforts and the employment of qualified physicians to provide medical specialty services in West Virginia, the Corporation will be able to provide a continuity of medical specialty services to health care facilities which may not otherwise have access to or be as affordable. The Corporation anticipates that greater accessibility to quality care will generally benefit the public and citizenry of West Virginia.

Through the Corporation’s management of the financial, administrative and business affairs related to the provision of such services, the Corporation will enable to physicians employed by it to exclusively engage in the practice of medicine and focus on the provision of quality professional medical services to health care facilities and patients. Through its centralized management and specialization in anesthesiology services and other medical specialty services, the Corporation will be able to provide practice resources and support to the physicians employed by it. The Corporation anticipates that its structure will enhance the quality of medical care and that the public and citizenry of West Virginia will thereby benefit.

Section 2. Employment of Physicians. The employment of all physicians by the Corporation shall be governed by, and subject to, the standards and requirements imposed by these Bylaws. The employment of a physician by the Corporation shall be governed by a written employment agreement which shall adhere to the standards and requirements set forth herein.

Section 3. No Ownership Interest. No physician employed by the Corporation to render medical services or engage in the practice of medicine shall be entitled to become a shareholder of the Corporation or to obtain any ownership interest in the Corporation, whether legal or equitable.

Section 4. Physician Autonomy in Medical Decision-Making. Medical and professional judgments shall be vested in, and controlled by, physicians. Each physician shall have complete autonomy to his or her medical decision-making (including diagnosis and treatment), so long as and to the extent that it is consistent with the following standards of practice:

 

  (a) the professional standards of practice established by the West Virginia Board of Medicine;

 

  (b) the professional standards of practice established and maintained by any health care facility, hospital, clinic or office where the physician renders services; and

 

  (c) the generally accepted professional standards of practice applicable to physicians practicing at facilities of similar size and character where the physician renders service.

Section 5. Physician’s Duties. In addition to complying with the applicable standards of practice, each physician shall be responsible for complying with managed care protocols, hospital bylaws, state and federal regulations, and best practices, utilization review, peer review, quality assurance and risk management guidelines and standards, in rendering medical services and practicing medicine. These duties notwithstanding, it is the Corporation’s policy that the physician’s duty to his patient shall always be paramount and that the physician’s independent professional judgment should not be influenced by commercial, business or lay concerns so that the physician can maintain an undivided loyalty to the patient. To this end, no physician shall be required by the Corporation to take any action or render any services that are inconsistent with the applicable standards of practice, notwithstanding the fact that a physician’s medical decision made to the best interests of medicine may erode the profitability of the Corporation in some manner.

Section 6. Exoneration from Liability. A physician’s duty to his or her patient shall be paramount to any fiduciary duty owed by the physician to the Corporation and its shareholders, and in the event that a physician’s duty to a patient shall conflict with his or her fiduciary duty to the Corporation, then the physician shall always fulfill his or her duty to the patient and act in

 

2

accordance with the applicable standards of the practice of medicine, without liability to the Corporation or its shareholders for breach of fiduciary duty, and the physician shall be exonerated from liability arising from the conflict.

Section 7. Continuity of Care & Access to Records. A patient’s medical records made by a physician and kept by the Corporation shall be freely accessible to the patient’s treating physician in accordance with applicable standards of practice, and to ensure the continuity of care, provision shall be made to reproduce those records as may required and requested by a patient’s treating physician where the physician-patient relationship continues after the termination of a physician’s employment with the Corporation. Physicians employed by the Corporation, including those whose employment is to terminate, shall adhere to the applicable standards of practice governing the assignment and transfer of patients to ensure that continuity of care is maintained.

Section 8. Patient Freedom of Choice. The Corporation recognizes that in the physician-patient relationship, the patient’s freedom of choice must be honored and preserved. Accordingly, the Corporation shall take no action that intrudes upon, impairs, interferes with or abridges the applicable standards of practice governing a patient’s freedom of choice, provided however, that nothing set forth in this Section 8 or in the preceding Section 7 shall be construed as in any way preventing, prohibiting or restricting the Corporation from enforcing any covenant not to compete entered into by and between the Corporation and a physician.

Section 9. Patient Confidentiality. Patient confidentiality and the confidentiality of the patient records shall be preserved in the manner and to the extent required by the applicable standards of practice and the requirements of federal and state laws, rules, regulations, administrative decisions and judicial decisions.

Section 10. Reasonable and Lawful Fees. Physicians shall retain the authority and responsibility to approve the fees charged for their services and determine that they are both lawful and reasonable.

Section 11. Professional Accountability. Though the Corporation may procure professional liability coverage to provide liability protection for the physician and the Corporation, the Corporation shall retain the right and authority to terminate the physician’s employment for cause pursuant to the terms of a written physician employment agreement, which may include, but is not limited to, the physician’s: (i) negligence, misfeasance or malfeasance; (ii) revocation or suspension of his or her license to practice medicine in the State of West Virginia; (iii) failure to competently and adequately perform his or her duties; (iv) loss of privileges at any health care facility where the physician is providing services as a part of his or her employment.

Section 12. Changes in the Law. The Corporation’s employment of a physician shall in all respects comply with the laws of the State of West Virginia, including all applicable rules, regulations, decisions and orders of the West Virginia Board of Medicine. In the event that any part of these Bylaws conflicts with or fails to fully conform to any state law or regulation (currently in effect or enacted hereafter) or any decision, ruling or interpretation of a court or administrative agency with respect to any such law or regulation, then these Bylaws shall be

 

3

interpreted or amended to the extent possible to comply with and conform to such laws and regulations. Any provisions of these Bylaws which are rendered invalid or unlawful by such laws or regulations shall be void and of no force and effect. The invalidity of any such provisions shall not invalidate all provisions of these Bylaws, but rather, these Bylaws shall be construed as though they did not contain the particular invalid provision or provisions.

Section 13. Amendment of Bylaws. These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Corporation’s Board of Directors or shareholders; provided however, that no amendments or alterations shall be made or, if made, shall be effective, (i) if such amendments or alterations violate the West Virginia Medical Practice Act, any rules, regulations, decisions, orders or interpretations of the Act promulgated or issued by the West Virginia Board of Medicine, any other applicable federal, state or local law or regulations, or the Corporation’s Articles of Incorporation, or (ii) if they cause the Corporation to be in violation of the certificate of authorization issued by the West Virginia Board of Medicine or cause the revocation or suspension of said certificate or (iii) if they must be approved in advance by the West Virginia Board of Medicine, in which case such amendments or alterations shall not be effective until approved by the West Virginia Board of Medicine.

I HEREBY CERTIFY that the foregoing Amended Bylaws Governing the Employment of Physicians and Physician Autonomy in the Practice of Medicine in the State of West Virginia of SHERIDAN HEALTHCARE OF WEST VIRGINIA, INC. are the Bylaws duly adopted by all of the directors of the corporation, effective as of June 30, 2006, pursuant to a written consent to action dated as of October     , 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

4

EX-3.211 102 d805253dex3211.htm EX-3.211 EX-3.211

Exhibit 3.211

RESTATED ARTICLES OF INCORPORATION

PAVILACK, KARCH, LIPTON, BARAN & AST. P.A.

The corporation whose Articles of Incorporation are amended and restated hereby was originally incorporated pursuant to Chapter 608, Florida Statutes, under the name PAVILACK, KARCH, LIPTON, BARAN & AST. P.A., and its original articles of Incorporation were filed with the Secretary of State on August 16, 1966.

The Restated Articles of Incorporation of PAVILACK, KARCH, LIPTON, BARAN & AST. P.A. are as follows:

INTRODUCTION PARAGRAPH

The directors to these Restated Articles of Incorporation hereby form a Professional corporation for profit, pursuant to the provisions of the Professional Service corporation Act and other law of the State of Florida.

ARTICLE I - NAME

The name of this professional corporation shall be PAVILACK, KARCH, LIPTON, BARAN & AST. P.A., (the “Corporation”) and its principle place of business, unless and until relocated, shall be located at 3856 Sheridan Street, Hollywood, Florida 33021.

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for a professional corporation organized under the Professional Service Corporation of the Act of the State of Florida.

ARTICLE IV - CAPITAL STOCK

Section 1. Authorized Shares. The maximum number of shares of stock that this Corporation is authorized to issue and have outstanding at any one time shall be 2,000 shares of common stock, par value One Dollar ($1.00) per share.

Section 2 Voting Rights. Subject to the provisions of the Corporation’s Bylaws regarding shareholder qualifications for voting, at any meeting of the shareholders, the holders of any issued and outstanding shares of common stock shall be entitled to one vote for each share held of record.

Section 3. No Preemptive Rights. No holder of any share of the corporation’s capital stock shall be entitled as of right to subscribe for, purchase, or otherwise acquire

any share of capital stock that the corporation proposes to issue or any right or option that the Corporation proposes to issue or any right or option that the corporation proposes to gran for the purchase of shares of its capital stock or for the purchase of any shares, bonds, securities, or obligations of the Corporation that are convertible into or exchangeable for, or which carry any right to subscribe for, purchase, or otherwise acquire, shares of the corporation’s capital stock; and any and all shares, bonds, securities, or obligations of the Corporation, whether not or hereafter authorized or created, may be issues, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of the rights and options may be granted by the Board of Directors to any person, firms or corporations, ad associates, for lawful consideration, and on terms, as the Board of Directors in its discretion may be determine, without first offering the same, or any thereof, to any holder of any share of the corporation’s capital stock.

Section 4. Miscellaneous. Any and all shares of the corporation’s capital stock may be issues from time to time as authorized by the Board of Directors in its discretion without further approval of the shareholders. The consideration for the issuance of shares shall be paid in full before their issuance and shall not be less than their par value. Future services shall not constitute payment or part payment for the issuance of shares of the corporation. Subject to applicable provisions of law, the consideration for shares shall be cash, tangible or intangible property, labor, or services actually performed for the Corporation, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of the property, labor, or services, as determined by the board of Directors of the corporation, shall be conclusive. Upon payment of the consideration, the share shall be deemed to be fully paid and non-assessable.

ARTICLE V - REGISTERED AGENT

AND REGISTERED OFFICE

The Registered Agent and the street address of the Registered Office of this corporation shall be:

Charles Fotsch

3856 Sheridan Street

Hollywood, Florida 33021

The Board of directors may substitute the Registered Agent and the Registered Office upon a majority vote of the Board.

ARTICLE VI - DIRECTORS

The number of directors of this corporation shall be at least one, the number being set from time to time by the Board of Directors, and determined in accordance with the Corporation’s Bylaws. The names and addresses of the persons who shall serve as director’s until the next annual meeting of the corporation’s shareholders or until their respective successors shall have been duly elected and qualified or until their earlier resignation, removal from office, or death, shall be:

 

Donald Anker, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Alan Ast, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Gary Baran, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Monte Bernstein, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Robert Chaikin, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Gilbert Drozdow

3856 Sheridan Street

Hollywood, Florida, 33021

   

Mitchell Eisenberg, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Richard Gaines, M.C.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Phillip Glogover, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Lewis Gold, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Gary Karch, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

George Lipton, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Mark Moser

3856 Sheridan Street

Hollywood, Florida, 33021

   

Paul Pavilack, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Steven Schimmel, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Steven M. Sheinman, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

   

Don Sokolik, M.D.

3856 Sheridan Street

Hollywood, Florida, 33021

      

ARTICLE VII - INDEMNIFICATION

Section 1. Indemnification. (a) The Corporation shall indemnify, to the fullest extent permitted or authorized by current or future or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the corporation to provide broader indemnification rights than permitted prior to any future legislation or decision), each person (including the heirs, executors, administrators an estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal therefrom (collectively, the “Proceeding”), against any liability (which for purposes of this Article shall include any judgment, settlement, penalty or fine) or cost, charge, or expense (including attorneys’ fees) asserted against him or incurred by him by reason of the fact that the person is or was director of office of the Corporation, or is or was serving at the request of the Corporation as a director, office, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan) (“Director or Officer”).

(b) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article VII, the Corporation shall indemnify a director or Officer entitled to indemnification under subsection indemnification or advances as granted by this Article shall be enforceable by the Director or Officer in any court of competent jurisdiction if the corporation denies the request under this Article, in whole or in part, or if no disposition is made within the 60 day period. The Director’s or Officer’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in an action shall also be indemnified by the Corporation. It shall be a defense to an action that indemnification is prohibited by law or that the Director or Officer has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decision for indemnification (but, in the case of any future legislation decision, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to legislation or decisions), but the burden of proving this defense shall be on the Corporation. Neither the failure of the corporation (including its Board of Directors or any committee, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of an action that indemnification of the Director or Officer is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee, its independent legal counsel, and its stockholders) that the Director of Officer has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the director or Officer has not met the applicable standard of conduct.

Section 4. Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or in the future be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the Director’s or Officer’s official capacity and as to actions in another capacity while holding office, and shall inure to the benefit of the estate, heirs, beneficiary, executors and administrators of the Director or Officers, after termination of his official capacity. All rights to indemnification under this Article shall be deemed to be a contract between the corporation and each Director and Officer of the corporation described in Section 1 of this Article who serves or served in the capacity at any time while this Article is in effect. Any repeal of modification of this Article or any repeal or modification of relevant provisions of the Florida General corporation Act or any other applicable laws shall not in any way diminish any rights to indemnification of a director or Officer or the obligations of the corporation arising under this Article, for claims relating to matters occurring prior to any repeal or modification. The Corporation’s Board of Directors shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for other indemnification of the directors and Officers of the corporation as it shall deem appropriate.

Section 5. Insurance. The corporation may purchase and maintain insurance on behalf of any director or Officer of the Corporation, against any liability asserted against him and incurred by him in any official capacity or arising out of his status as a Director or Officer, whether or not the Corporation would have the power to indemnify him against any liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6. Savings Clause. If this Article or any portion of it shall be invalidated or held to be unenforceable on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director and Officer of the corporation described in Section 1 of this Article to the full extent permitted by any applicable portion of this Article that shall not have been invalidated or adjusted unenforceable and as permitted by applicable law.

ARTICLE VIII - CHANGE IN CONTROL

An affirmative vote of the holders of 80% of the shares of the Corporation entitled to vote is required in the event of a change in control. For purposes of this Article the following constitute changes in control:

(a) The acquisition by an individual, entity or group of 20% of the then outstanding shares of common stock of the corporation (the “Outstanding Shares”); provided, constitute a change of control: (i) any acquisition directly from the Corporation; (ii) any acquisition by the corporation or any of its subsidiaries; or, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any of its subsidiaries; or,

(b) Approval by the shareholders of the corporation of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Shares immediately prior to any reorganization, merger or consolidation do not, following the reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock of the Corporation resulting from any merger or consolidation in substantially the same proportions as their ownership, immediately prior to the reorganization, merger or consolidation; or,

(c) Approval by the shareholders of the corporation of: (i) a complete liquidation or dissolution of the Corporation; or, (ii) the sale or other disposition of all or substantially all of the assets of the Corporation, other than to a corporation, which following a sale or following a sale or other disposition, more than 60% of then outstanding shares of the corporation is then beneficially all of the individuals and entities who were the beneficial owners of the Outstanding Shares, immediately prior to the sale or other disposition

ARTICLE IX - RATIFICATION

No contract or other transaction between the Corporation and any other corporation, and no act of the corporation, shall in any way be affected or invalidated by the fact that any of the directors of the corporation are pecuniarily or otherwise interested in, or are directors or offices of, the other corporation. Any director member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of this corporation, provided, that the fact that he or the firm is so interested shall be disclosed or shall have

been known to the Board of Directors, and any director may be a member, may be a party to, or may be pecuniarily or otherwise interested in , any contract or transaction of otherwise interested in, any contract or transaction of this Corporation, provided that the fact that he or the firm is so interested shall be disclosed or shall have been known to the Board of Directors, and any director of the Corporation who is also a director of an officer of the other corporation, or who is interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation which shall authorize the contract or transaction, with like force and effect as if he were not a director or officer of the other corporation, or not interested, but shall not be entitled to vote to approve or otherwise accept the Corporation authorizing any contract or transaction with the other corporation.

ARTICLE X - LIMITED LIABILITY

The private property of the Corporation’s shareholders shall not be subject to payment of the corporate debts in any event.

ARTICLE XI - AMENDMENTS

These Articles of Incorporation may be amended in the manner provided by law, except that all amendments to the Articles which amend any Article relating to the capital stock, directors, indemnification, notices or change in control, shall be effective only upon the approval of 80% of the directors and shareholders than entitled to vote.

ARTICLE XII - QUORUM FOR TRANSACTION OF BUSINESS

A quorum at a meeting of directors or shareholders shall consist of 50.01% of the directors or shareholders entitled to vote, represented in person or by proxy.

This Restatement of the Articles of Incorporation was adopted by unanimous consent of the Board of Directors and by unanimous consent of the shareholders of the Corporation on December 31, 1990.

 

Corporation:
PAVILACK, KARCH, LIPTON, BARAN & AST, P.A.
By:  

/s/ Mitchell Esienberg, President

  Mitchell Eisenberg, President

 

Attest:  

/s/ Gerry Baran

  Gerry Baran, Secretary
  (Corporate Seal)

STATE OF FLORIDA   )   
  )   

ss:

COUNTY OF BROWARD   )   

BEFORE ME, a notary public authorized to take acknowledgments in the state and county set forth above, personally appeared MITCHELL EISENBERG, President of Pavilack, Karch, Lipton, Baran & Ast, P.A., known to me and knows by me to be the person who executed by the foregoing Restated Articles of Incorporation, and he acknowledged before me that he executed those Restated Articles of Incorporation on behalf of the shareholders and directors of Pavilack, Karch, Lipton, Baran & Ast, P.A., pursuant to a unanimous consent of the shareholders and directors, dated December 31, 1990, adopting the foregoing Restated Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official seal, in the state and county set forth above, this 31st day of December, 1990.

 

/s/ Marie L. Shchubert

Notary Pubic
State of Florida at Large

My commission expires:

NOTARY PUBLIC STATE OF FLORIDA

MY COMMISSION EXP. JUNE 29, 1993

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

PAVILACK, KARCH, LIPTON, BARAN & AST. P.A.

The corporation whose Articles of Incorporation are amended by these Articles of amendment was originally incorporated pursuant to Chapter 608, Florida Statutes, under the name Frankel, Dunn and de la Penha, P.A., and its original Articles of Incorporation were filed with the Secretary of State on April 6, 1962.

Pursuant to the provision of Section 607.187, Florida Statutes, the undersigned corporation adopts the following Articles of Amendment to tis Articles of Incorporation.:

1, The name of the corporation is Pavilack, Karch, Baran, Lipton & Ast, P.A.

2. The following Articles of Amendment to the Articles of Incorporation was adopted by all the directors and all of the shareholders of the corporation on March 27, 1991, in the manner prescribed by Section 607.181, Florida Statutes:

RESOLVED, that Article I of the Articles of Incorporation of Pavilack, Karch, Baran, Lipton & Ast, P.A. is hereby authorized to be amended in its entirety to read as follows, effective April 15, 1991:

Articles I - Name

The name of this professional corporation shall be Southeastern Anesthesia Management Associates, P.A., (the “Corporation”), and its principle place of business, unless and until relocated, shall be located at 3856 Sheridan Street, Hollywood, Florida 33021.

3. The foregoing Articles of Amendment to the Articles of Incorporation of Pavilack, Karch, Baran, Lipton & Ast, P.A., shall be effective as of April 15, 1991.

 

Dated March 29, 1991     PAVILACK, KARCH, LIPTON, BARAN & AST. P.A.
    By:  

/s/ Mitchell Eisenberg, M.D.

      Mitchell Eisenberg, M.D.,
      President

 

Attest:  

/s/ Gerry Baran, M.D.

  Gerry Baran, M.D.,
  Secretary

[Corporation Seal]

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, P.A.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 608, Florida Statutes, under the name FRANKEL, DUNN and de la PENHA, P.A. and its original Articles of Incorporation were filed with the Secretary of State on April 6, 1962.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of Southeastern Management Associates, P.A. (the “Corporation”) are as follows:

1. The Articles of Amendment to the Articles of Incorporating were adopted by all the directors and all of the shareholders of the corporation on October 15, 1993, in the manner prescribed by Section 607.103, Florida Statutes, as follows:

RESOLVED, that Sections 1 and 2 of Articles IV and the Articles of Incorporating of Southeastern Anesthesia Management Associates, P.A. are hereby authorized to be amended in its entirety to read as follows, effective October 15, 1993:

Article IV

Section 1. Authorized Shares. The aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is four thousand (4,000) consisting of (i) three thousand (3,000) shares of Class A common stock, par value $0.01 per share (the “Class A Stock”); and, (ii) one thousand (1,000) shares of Class B common stock, par value $0.01 per share (the “Class B Stock”).

Section 2. Designations, Preferences and Limitations. The designations and the preferences, limitations and relatives rights of the Class A Stock and class B Stock are as follows:

(a) Provisions relating to the Class B Stock.

(i) Class B Stock may be issues from time to time, by resolution of the Corporation’s board of directors (the “Board of Directors” and the shares of class B Stock have the designations, powers, rights, qualifications, limitations and restrictions as are stated and expressed in these Articles of Incorporation.

(ii) Authority is hereby expressly granted to and vested in the Board of Directors to authorize the issuance of the Class B Stock from time to time, and to designate the Initial Period (as defined below) and the Subsequent Period (as defined below). The Initial Period means the time period commencing on the actual date of issuance of particularly identified shares of Class B Stock (the “Issuance Date”) and ending on a date (the “Initial End Date”) designated by the Board of Directors for those particularly identified shares of Class B

Stock may not be designated later than one year from the Issuance Date of those particularly identified shares of Class B Stock. The Subsequent Period means the time period commencing on the date following the Initial End Date (the “SP Initial Date”) and ending one year from SP Initial Date (the “SP End Date).

(iii) For the purpose of declaring dividends and for all valuation proposes, (including, without limitation, valuation of shares in the event of a merger, sale of all or substantially all of the Company’s Class A Stock and Class B Stock and recapitalization of the Company’s Class A Stock and Class B Stock) each share of Class B Stock shall be equal to one-third in value to a share of Class A Stock during the Subsequent Period.

(iv) Except as otherwise provided by: (i) applicable law; (ii) these Articles of Incorporation; and (iii) any written shareholder agreement by and among all holders of Class A Stock and class B Stock, and subject to the provisions of the Corporation’s Bylaws regarding shareholder qualifications for voting, each share of Class B Stock shall be entitled to the same number of votes and voting rights which each share of Class A Stock enjoys.

(v) On the day following an SP End Date for a share of Class B Stock, that share of Class B Stock shall automatically become a share of class A Stock.

(b) Provisions Relating to the Class A Stock.

(i) Class A Stock may be issues from time to time, by resolution of the Board of directors or by the automatic conversation of class B Stock and the shares of Class A Stock shall have the designations, powers, rights, qualifications, limitations and restrictions as are stated and expressed in these Articles of Incorporation.

(ii) All shares of common stock of the Corporation issues and outstanding as of October 15, 1993 shall automatically be converted into shares of Class A Common Stock.

2. The foregoing Articles of Amendment of amendment to the Articles of Incorporation of Southeastern Anesthesia Management Associates, P.A. shall be effective as of October 15, 1993.

 

    CORPORATION:
    SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, P.A.
Dated:  October 15, 1993     By:  

/s/ Mitchell Eisenberg, M.D.

      Mitchell Eisenberg, M.D.
      President

 

Attest:  

/s/ Donald Anker, M.D.

  Donald Anker, M.D.
  Secretary

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, P.A.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 608, Florida Statutes, under the name FRANKEL, DUNN and de la PENHA, P.A., and its original Articles of Incorporation were filed with the Secretary of State on April 6, 1962, and its name was subsequently changed to SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, P.A. by Articles of Amendment filed April 15, 1991.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of the Southeastern Anesthesia Management Associates, P.A. (the “Corporation”) are as follows:

1. The name of the Corporation is Southeastern Anesthesia Management Associates, P.A.

2. The Articles of Amendment to the Articles of Incorporation were adopted by all the directors and all of the shareholders of the Corporation on September 21, 1994, in the manner prescribed by Section 607.1003, Florida Statutes, as follows:

RESOLVED, that the Introduction Paragraph, Article I and Article III of the Articles of Incorporation of Southeastern Anesthesia Management Associates, P.A. are hereby authorized to be amended in their entirety to read as follows, effective September 21, 1994:

INTRODUCTION PARAGRAPH

The shareholders and directors of the Corporation adopt these Articles of Incorporation and form a corporation for profit, pursuant to the provisions of the Chapter 607 of the Florida Statutes, as amended.

ARTICLE I - NAME

The name of the corporation shall be Southeastern Anesthesia Management Associates, Inc., (the “Corporation”), and its principle place of business, unless and until relocated, shall be located at 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021.

ARTICLE III - PURPOSE

The corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

3. The foregoing Articles of Amendment to the Articles of Incorporation of Southeastern Anesthesia Management Associates, P.A., shall be effective as of September 21, 1994.

    CORPORATION
    SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, P.A.
Dated: September 21, 1994     By:  

/s/ Mitchell Eisenberg, M.D.

      Mitchell Eisenberg, M.D.
      President

 

  [Corporate Seal]
Attest:  

/s/ Donald Anker, M.D.

  Donald Anker, M.D.
  Secretary

STATE OF FLORIDA   )
  )
COUNTY OF BROWARD   )

I HEREBY CERTIFY that on this date the foregoing document was acknowledged before me by MITCHELL EISENBERG, M.D., President of SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, P.A. (the “Corporation”), who is personally known to me or who has produced                                          as identification and who did/did not take an oath. He executed the foregoing Articles of Amendment to the Articles of Incorporation of Southeastern Anesthesia Management Associates, P.A. in his capacity as President on behalf of the shareholders and directors of the Corporation, pursuant to a unanimous consent of the shareholders and directors of the Corporation, dated September 21, 1994, adopting the foregoing Articles of Amendment to the Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at Broward County, Florida, this 21 day of September, 1994.

 

/s/ Antonia L. Cievas

Notary Public
State of Florida at Large

My Commission Expires: August 8, 1995

My Commission Number: CC134838

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 608, Florida Statutes, under the name FRANKEL, DUNN and de la PENHA, P.A. The original Articles of Incorporation were filed with the Secretary of State on April 6, 1962; the corporation’s name was subsequently changed to SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, P.A. by Articles of Amendment filed April 15, 1991, and the corporation’s name was further changed to SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, INC., by Articles of Amendment filed October 25, 1994.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of Southeastern Anesthesia Management Associates, Inc. (the “Corporation”) are as follows:

1. The name of the Corporation is Southeastern Anesthesia Management Associates, Inc.

2. The Articles of Amendment to the Articles of Incorporation were adopted by all of the directors and the sole shareholder of the Corporation on March 24, 1995, in the manner prescribed by Section 607.1003, Florida Statutes, as follows:

RESOLVED, that Article I of the Articles of Incorporation of Southeastern Anesthesia Management Associates, Inc. are hereby authorized to be amended in their entirety to read as follows, effective March 31, 1995:

ARTICLE I - NAME

The name of the corporation shall be SHERIDAN HEALTHCORP, INC. (the “Corporation”), and its principle place of business, unless and until relocated, shall be located at 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021.

3. The foregoing Articles of Amendment to the Articles of Incorporation of Southeastern Anesthesia Management Associates, Inc., shall be effective as of March 31, 1995.

 

    CORPORATION
    SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, INC.
Dated: March 24, 1995     By:  

/s/ Mitchell Eisenberg, M.D.

      Mitchell Eisenberg, M.D.
      President

 

  [Corporate Seal]
Attest:  

/s/ Jay A. Martus

  Jay A. Martus
  Secretary

STATE OF FLORIDA   )
  )
COUNTY OF BROWARD   )

I HEREBY CERTIFY that on this date the foregoing document was acknowledged before me by MITCHELL EISENBERG, M.D., President of SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, INC. (the “Corporation”), who is personally known to me or who has produced                                          as identification and who did/did not take an oath. He executed the foregoing Articles of Amendment to the Articles of Incorporation of Southeastern Anesthesia Management Associates, Inc. in his capacity as President on behalf of the shareholders and directors of the Corporation, pursuant to a unanimous consent of the shareholders and directors of the Corporation, dated March 24, 1995, adopting the foregoing Articles of Amendment to the Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at Broward County, Florida, this 29th day of March, 1995.

 

/s/ Anastasia L. Santarone

Notary Public
State of Florida at Large

My Commission Expires: January 8, 1999

My Commission Number: CC421276

EX-3.212 103 d805253dex3212.htm EX-3.212 EX-3.212

Exhibit 3.212

RESTATED BY-LAWS

OF

SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, INC.

n/k/a SHERIDAN HEALTHCORP, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least 10 percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed 50 percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right

and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date of the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the

 

- 2 -

meeting, or of only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of any action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be residents of Florida or shareholders of the Corporation.

 

- 3 -

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objected at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation may have up to twenty-five (25) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least two (2) directors.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

- 4 -

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors of the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

- 5 -

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice at the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

- 6 -

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The Chairman of the board shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

- 7 -

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President. The Assistant Secretary shall perform any duties prescribed by the Board of Directors or the President in the Secretary’s absence.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

- 8 -

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The President and the Treasurer will be the signatories on the Corporation’s checking account(s). All checks will require one signature of either the President or the Treasurer.

The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder or record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder or record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

- 9 -

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

 

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(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: (i) its articles or restated articles of incorporation and all amendments to them currently in effect; (ii) these Bylaws or restated Bylaws and all amendments currently in effect; (iii) resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (iv) the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; (v) written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; (vi) a list of names and business street addresses of its current directors and officers; and, (vii) its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

 

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A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined

 

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statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual

 

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meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving

 

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at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization before the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article) the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of

 

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Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure for Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer, or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of

 

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it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterest directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

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Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida Business Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Bylaws of SOUTHEASTERN ANESTHESIA MANAGEMENT ASSOCIATES, P.A. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a Directors’ Written Consent to Action dated as of October 15, 1993.

 

/s/ Donald Anker, M.D.

Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.213 104 d805253dex3213.htm EX-3.213 EX-3.213

Exhibit 3.213

ARTICLES OF INCORPORATION

OF

MAC Medical Management, Inc.

ARTICLE I

The name of this corporation is:

MAC Medical Management, Inc.

ARTICLE II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III

The name in the State of California of this corporation’s initial agent for service of process is Corporation Service Company Which Will Do Business in California as CSC-Lawyers Incorporating Service.

ARTICLE IV

This corporation shall have the authority to issue only one class of shares of stock which shall be designated Common Stock. The total number of shares of Common Stock which the corporation is authorized to issue is One Thousand (1,000) shares.

ARTICLE V

The initial street and mailing address of the Corporation is:

2420 Camino Ramon, Suite 270

San Ramon, CA 94583

ARTICLE V

The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law as it now exists or may hereafter be amended in a manner more favorable to directors. No amendment, repeal or modification of this ARTICLE V shall adversely affect any right or protection of a director of this corporation existing at the time of such amendment, repeal or modification.

ARTICLE VI

This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with such agents, votes of shareholders or disinterested directors or otherwise, or any combination of the foregoing, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the limits on indemnification set forth in Section 204 of the California Corporations Code with respect to actions for breach of a duty to the corporation and its shareholders. No amendment, repeal or modification of this ARTICLE VI shall adversely affect any right or protection of an agent of this corporation existing at the time of such amendment, repeal or modification.

Dated: September 19, 2013

 

/s/ Michele Barni

Michele Barni, Sole Incorporator

 

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CERTIFICATE OF AMENDMENT

OF ARTICLES OF INCORPORATION

OF

MAC MEDICAL MANAGEMENT, INC.

The undersigned certifies that:

 

1. He is the President and the Secretary of MAC Medical Management, Inc.

 

2. Article 1 of the Articles of Incorporation of this corporation is amended to read as follows:

The name of the corporation is Sheridan Healthcorp of California, Inc.

 

3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.

 

4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 610. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

 

Date: November 15, 2013     By:  

/s/ Jay A. Martus

      Name:   Jay A. Martus
      Title:   Vice President and Secretary
 EX-3.214 105 d805253dex3214.htm EX-3.214 EX-3.214

Exhibit 3.214

BY-LAWS

OF

SHERIDAN HEALTHCORP OF CALIFORNIA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of Sheridan Healthcorp of California, Inc. (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors within or without the State of California.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of Directors or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at the meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Article of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board of Directors, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors within or without the State of California.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary of the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be

sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary of other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the person designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholder may be taken without a meeting if written consents, setting the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the California General Corporation Law (“GCL”).

Section 10 Qualification of Shareholders. Any shareholder of the Corporation must be a “licensed person” as that term is defined in Section 13401(d) of the Moscone-Knox Professional Corporation Act.

ARTICLE II

BOARD OF DIRECTORS

Section 1 Function. The business and affairs of the corporation shall be managed and all corporate power shall be exercised, by or under the direction of the board of directors. Each director shall be and continuously remain a shareholder and a licensed person as defined by Cal. Corp. Code section 13401(d). If a director ceases to be an eligible shareholder or becomes a disqualified person as defined by Cal. Corp. Code section 13401(e), he or she shall immediately cease to be a director on the effective date of disqualification and his or her office as director shall become vacant without the necessity of corporate action.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

 

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Section 4 Number. The Corporation shall have at least one (1) director but not more than three (3). The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum if present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by a sole remaining director. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

 

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Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting within or without the State of California.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board of Directors) may participate in a meeting of the Board of Directors (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board of Directors), and any action which may be

 

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taken at a meeting of the Board of Directors (or a committee of the Board of Directors) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board of Directors. The action taken shall be deemed effective when the last director signs the consent, unless the consent specified otherwise. Such written consent or consents shall be filed with the minutes of the Corporation.

ARTICLE III

OFFICERS

Section 1 Officers. The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer. The President and Treasurer must be “licensed persons” as defined by Cal. Corp. Code section 13401(d) and, in the event the Corporation only has one shareholder, such shareholder must serve as the President and Treasurer. No other officer is required to be a “licensed person”. Each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agent shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of a corporation.

Any Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Any Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

 

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The Secretary shall have custody of and maintain all of the corporate records including the corporate seal but except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors of the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Contracts. No contract or other transaction between the Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.

Section 4 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 5 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, The Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

Any officer who becomes a disqualified person as defined by Cal. Corp. Code section 13401(e) shall cease to be an officer on the effective date of disqualification. The Board of Directors may remove any officer at any time, without or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 6 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 7 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Certificates for Shares. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. Each certificate issued shall be signed by the President and the Treasurer.

Section 2 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of California, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 3 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 4 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificates of shares issued by the Corporation, a new certificate shall be issued upon the deliver to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board of Directors reasonably requires.

 

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ARTICLE V

DISTRIBTUIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, so long as: (i) the amount of retained earnings of the Corporation immediately prior to the distribution equals or exceeds the sum of (A) the amount of the proposed distribution plus (B) the preferential dividends arrears amount; or, (ii) immediately after the distribution, the value of the Corporation’s assets would equal or exceed the sum of the total liabilities plus the preferential rights amount.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of its articles or restated articles of incorporation and amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the California Secretary of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

 

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Section 2 Shareholders’ Inspection Rights. A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of the Corporation shall have the right to inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the Corporation. The record copy of shareholders shall also be open to inspection and copying by any shareholder during normal business hours upon written demand on the Corporation, for a purpose reasonably related to such holder’s interest as shareholder.

The accounting books and records and minutes proceedings of the shareholders and board and committees of the board of directors shall be open to inspection upon the written demand on the Corporation of any shareholder at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interest as a shareholder.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the Corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or

 

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administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened , pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this

 

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Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the directors, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators to that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the GCL or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the GCL.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall

 

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nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE VIII

SHAREHOLDER RESTRICTIONS

Section 1 Shareholder Restrictions. Shares of this Corporation may be owned only by:

 

  (a) Licensed persons as defined by Cal. Corp. Code section 13401(d); and

 

  (b) A medical corporation with a single shareholder who is a licensed person as defined by Cal. Corp. Code section 13401(d).

Section 2 Restrictions on Transfer to Non-licensed Persons. Shares of this Corporation may be transferred only to licensed persons as defined by Cal. Corp. Code section 13401(d) or a medical corporation with a single shareholder who is a licensed person.

Section 3 Restrictions on Transfer Following Death or Disqualification. The shares of this Corporation owned by a person who dies, ceases to be an eligible shareholder, or becomes a disqualified person as defined by Cal. Corp. Code section 13401(e) for a period exceeding 90 days, shall be sold or transferred to the Corporation or its shareholders on such terms as are agreed on by the Corporation and its shareholders in a written agreement. The sale or transfer shall occur not later than six months after the death of a shareholder and not later than 90 days after the date on which a shareholder ceases to be an eligible shareholder or becomes a disqualified person.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

 

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ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Healthcorp of California, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 20, 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.215 106 d805253dex3215.htm EX-3.215 EX-3.215

Exhibit 3.215

ARTICLES OF INCORPORATION

OF

SHERIDAN HEALTHY HEARING SERVICES, INC.

ARTICLE I – NAME

The name of this corporation is SHERIDAN HEALTHY HEARING SERVICES, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and address of the initial directors of this Corporation are:

 

Mitchell Eisenberg    Robert Coward
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

Lewis Gold

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 22nd day of June, 2009.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Healthy Hearing Services, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Healthy Hearing Services, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 22nd day of June, 2009.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.216 107 d805253dex3216.htm EX-3.216 EX-3.216

Exhibit 3.216

BY-LAWS

OF

SHERIDAN HEALTHY HEARING SERVICES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors needs not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice of waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that (a) the demand is made in

 

11

good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article 1, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

12

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

13

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a

 

14

Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

15

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

16

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

 

17

partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN HEALTHY HEARING SERVICES, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of June 22, 2009.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

18

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.217 108 d805253dex3217.htm EX-3.217 EX-3.217

Exhibit 3.217

CERTIFICATE OF INCORPORATION

OF

VESTAR/CALVARY HOLDINGS, INC.

The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that:

1. The name of the Corporation is Vestar/Calvary Holdings, Inc.

2. The registered office and registered agent of the Corporation in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

4. The total number of shares of capital stock which the Corporation shall have the authority to issue is 15,500,000 shares, of which (i) 15,000,000 shares shall be Common Stock, par value $.01 per share (the “Common Stock”), and (ii) 500,000 shares shall be Preferred Stock, par value $.01 per share (the “Preferred Stock”).

As set forth in this Article FOURTH, the Board of Directors of the Corporation or any authorized committee thereof is authorized from time to time to establish and designate one or more series of Preferred Stock, to fix and determine the variations in the relative rights and preferences as between the different series of Preferred Stock in the manner hereinafter set forth in this Article FOURTH, and to fix or alter the number of shares comprising any such series and the designation thereof to the extent permitted by law.

The number of authorized shares of the class of Preferred Stock may be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock.

The designations, powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below.

Subject to any limitations prescribed by law, the Board of Directors of the Corporation or any authorized committee thereof is expressly authorized to provide for the issuance of the shares of Preferred Stock in one or more series of such stock, and by filing a certificate pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof. Any action by the Board of Directors of the Corporation or any authorized committee thereof under this Article FOURTH to fix the designations, powers, preferences and the relative, participating, optional or other special rights

of the shares of a series of Preferred Stock and any qualifications, limitations and restrictions thereof shall require the affirmative vote of a majority of the Directors then in office or a majority of the members of such committee. The Board of Directors of the Corporation or any authorized committee thereof shall have the right to determine or fix one or more of the following with respect to each series of Preferred Stock to the extent permitted by law:

(a) The distinctive serial designation and the number of shares constituting such series;

(b) The rights in respect of dividends or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating and other rights, if any, with respect to dividends;

(c) The voting powers, full or limited, if any, of the shares of such series;

(d) Whether the shares of such series shall be redeemable and, if so, the price or prices at which, and the terms and conditions on which, such shares may be redeemed;

(e) The amount of amounts payable upon the shares of such series and any preferences applicable thereto in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(f) Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such fund;

(g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(h) The price or other consideration for which the shares of such series shall be issued;

(i) Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of Preferred Stock (or series thereof) and whether such shares may be reissued as shares of the same or any other class or series of stock; and

(j) Such other powers, preferences, rights, qualifications, limitations and restrictions thereof as the Board of Directors of the Corporation or any authorized committee thereof may deem advisable.

5. The name and mailing address of the incorporator is Rich Akuetey, 425 Lexington Avenue, New York, New York 10017.

6. The Board of Directors of the Corporation, acting by majority vote, may adopt, alter, amend or repeal the By-Laws of the Corporation.

7. Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

8. Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of the Directors of the Corporation need not be by written ballot.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on March 23, 1999.

 

/s/ Rich Akuetey

Rich Akuetey
Sole Incorporator

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

VESTAR/CALVARY HOLDINGS, INC.

 

 

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

 

 

Vestar/Calvary Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”),

DOES HEREBY CERTIFY:

First: That Article First of the Certificate of Incorporation of the Corporation be, and hereby is, amended and restated to read as follows:

“FIRST: The name of the corporation is Vestar/Sheridan Holdings, Inc.

Second: That such amendment and restatement was consented to and adopted by the sole stockholder of the Corporation acting without a meeting by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware.

Third: That such amendment and restatement was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by James L. Elrod, Jr., its President, on this 26th day of March, 1999.

 

VESTAR/CALVARY HOLDINGS, INC.
By:  

/s/ James L. Elrod, Jr.

  Name:   James L. Elrod, Jr.
  Title:   President

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

VESTAR/SHERIDAN HOLDINGS, INC.

Vestar/Sheridan Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), DOES HEREBY CERTIFY:

 

  1. That Article One of the Certificate of Incorporation of the Corporation be, and hereby is, amended to read as follows:

 

  “1. The name of the corporation is Sheridan Holdings, Inc.”

 

  2. That such amendment was consented to and adopted by a majority of the stockholders of the Corporation acting without a meeting by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware.

 

  3. That such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Lewis Gold, its President, on January 29, 2004.

 

VESTAR/SHERIDAN HOLDINGS, INC.
By:  

/s/ Lewis Gold

  Lewis Gold, President

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

SHERIDAN HOLDINGS, INC.

Sheridan Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), DOES HEREBY CERTIFY:

 

  1. That Article Four of the Certificate of Incorporation of the Corporation be, and hereby is, amended and restated to read as follows:

 

  “4. The total number of shares of capital stock which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value of $.01 per share (the “Common Stock”).”

 

  2. That such amendment was consented to and adopted by the sole stockholder of the Corporation acting without a meeting by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware.

 

  3. That such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Jay A. Martus, its Senior Vice President and Secretary, on September 22, 2005.

 

SHERIDAN HOLDINGS, INC.
By:  

/s/ Jay A. Martus

  Jay A. Martus
  Senior Vice President & Secretary
 EX-3.218 109 d805253dex3218.htm EX-3.218 EX-3.218

Exhibit 3.218

BYLAWS OF

SHERIDAN HOLDINGS, INC.

f/k/a

VESTAR/SHERIDAN HOLDINGS, INC.

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meeting and Notice. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders shall be called by the President or Secretary if directed by the Board of Directors. Unless otherwise determined by the Board of Directors prior to any meeting of stockholders, the presiding officer of such meeting shall determine the order of business and shall have the authority in his or her discretion to regulate the conduct of any such meeting, including, without limitation, by imposing restrictions on the persons (other than stockholders of the Corporation or their duly appointed proxies) who may attend any such meeting, whether any stockholder or stockholders’ proxy may be excluded from any meeting of stockholders based upon any determination by the presiding officer, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and the circumstances in which any person may make a statement or ask questions at any meeting of stockholders.

Section 3. Notice. Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the· meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5. Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

Section 6. Notice of Stockholder Nominees. Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or person appointed to make such nominations by the Board of Directors, or by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 6. Such nominations, if made by a stockholder of the Corporation as such, shall be made pursuant to timely notice in writing addressed to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the meeting at which directors are to be elected; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received no later than the close of business on the l0th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or re-election as a Director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of .shares of stock of the Corporation which are beneficially owned by the person and (iv) any other information relating to the person that would be required to be disclosed in solicitations for proxies for election of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor rule thereto; and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class and number of shares of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a Director of the Corporation. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth herein.

The presiding officer at the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and following any such determination, the presiding officer shall so declare to the meeting and the defective nomination shall be disregarded.

Section 7. Notice of Stockholder Proposals. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder entitled to vote on such business at the meeting who complies with the notice provisions set forth in this Section 7. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing addressed to the Secretary of the

Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive office of the Corporation not less than 60 days nor more than 90 days prior to the meeting at which the business would be acted upon; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received no later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder’s notice shall set forth: (a) as to each matter the stockholder proposes to bring before the annual meeting a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting and (b) as to the stockholder proposing such business (i) the name and record address of the stockholder, (ii) the class and number of shares of the Corporation which are beneficially owned by the stockholder and (iii) any material interest of the stockholder in such business. No business shall be conducted at any annual meeting except in accordance with the procedures set forth herein.

The presiding officer at the annual meeting shall, if the facts warrant, determine and declare to the meeting that any stockholder proposal was not properly brought before the meeting and in accordance with the provisions of this Section 7, and following any such determination, the presiding officer shall so declare to the meeting and any such stockholder proposal shall not be acted upon.

Section 8. Voting Procedures and Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting arid make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties in accordance with the provisions of the General Corporation Law of the State of Delaware, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls except as provided under the General Corporation Law of the State of Delaware.

In determining the validity and counting of proxies and ballots, the inspector shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with the provisions of the General Corporation Law of the State of Delaware, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 9. Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Article I, Section 3 of these By-Laws.

ARTICLE II

DIRECTORS

Section 1. Number, Election, and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall not be less than three or more than seven. The number of Directors of the Board of Directors on the date of the adoption and effectiveness of these By-Laws shall be three. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or the stockholders. The Directors shall be elected by stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. Directors may be removed from office in the manner provided in the Certificate of Incorporation of the Corporation.

Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the President and shall be called by the President or Secretary if directed by the Board of Directors. Telegraphic or written notice of each special meeting of the Board of Directors shall be sent to each Director not less than twenty-four hours before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular meetings of the Board of Directors.

Section 3. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, 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.

Section 4. Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including, without limitation, an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act in the place of any such absent or disqualified member.

Section 5. Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of Directors provided that Directors who are serving the Corporation as employees, and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as Directors of the Corporation. Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors. Except as provided above, Directors may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 6. Manner of Participation. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these By-laws.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, an Assistant Secretary, an Assistant Treasurer, and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article IV, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he 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 corporation, partnership, joint venture, trust or other enterprise, against expenses

(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in-good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article IV, the Corporation shall indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he 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 corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under this Article IV (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article IV, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity for authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article IV, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with

respect to any criminal action or proceeding, to have no reasonable cause to believe his conduct was unlawful, if his action is based on the. records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as Director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article IV, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article IV, and notwithstanding the absence of any determination thereunder, any Director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article IV. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Director, officer, employee or agent is proper in the circumstances because he had met the applicable standards of conduct set forth in Sections 1 or 2 of this Article IV, as the case may be. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application.

Section 6. Expenses Payable in Advance. Expenses incurred in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the .final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article IV.

Section 7. Non-exclusivity and Survival of Indemnification. The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested Directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 or 2 of this Article IV shall be made to the fullest extent permitted by law The provisions of this Article IV shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article IV but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. The indemnification provided by this Article IV shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who 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 corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article IV.

Section 9. Meaning of “Corporation” for Purposes of Article IV. For purposes of this Article IV, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued would have had power and authority to indemnify its Directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IV with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE V

GENERAL PROVISIONS

Section 1. Notices. Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at his address as it appears in the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice to Directors may also be given by telegram. A waiver of such notice in writing signed by the person or persons entitled thereto, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a Director at a 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.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

ARTICLE VI

AMENDMENTS

(a) Amendment By Directors. Except as provided otherwise by law, these By-laws may be amended or repealed by the Board of Directors.

(b) Amendment by Stockholders. These By-laws may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose,

by the affirmative vote of at least two-thirds of the total votes eligible to be cast on such amendment or repeal by holders of voting stock, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment, or repeal shall only require the affirmative vote of a majority of the total votes eligible to be cast on such amendment or repeal by holders of voting stock, voting together as a single class.

EX-3.219 110 d805253dex3219.htm EX-3.219 EX-3.219

Exhibit 3.219

CERTIFICATE OF FORMATION

OF

SHERIDAN INVESTCO, LLC

Dated as of July 19, 2013

This Certificate of Formation for SHERIDAN INVESTCO, LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Dec. C. §§18-101, et seq.)

1. The name of the limited liability company formed hereby is SHERIDAN INVESTCO, LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name and address of the registered agent of the Company is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of SHERIDAN INVESTCO, LLC as of the date first written above.

 

/s/ Jay A. Martus

Jay A. Martus, Authorized Representative
 EX-3.220 111 d805253dex3220.htm EX-3.220 EX-3.220

Exhibit 3.220

OPERATING AGREEMENT OF

SHERIDAN INVESTCO, LLC

This OPERATING AGREEMENT (the “Agreement”), effective as of July 22, 2013, is by and between Sheridan InvestCo, LLC, a Delaware limited liability company (the “Company”) and Sheridan Healthcorp, Inc., a Florida corporation, as the sole member (the “Member”) of the Company of the purpose of organizing the Company.

WHEREAS, the Company was formed on July 22, 2013 by filing Certificate of Formation with the Secretary of State of the State of Delaware under the provisions of the Delaware Limited Liability Company Act, as amended, modified or restated from time-to-time (the “Act”).

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member hereby agrees to conduct the business of the Company pursuant to the Act and to organize the Company’s operations in accordance with this Agreement.

ARTICLE I

ORGANIZATION AND DEFINITIONS

1.1 Organization. The Company shall be a manager managed organization.

1.2 Principal Office. The principal office of the Company will be such location as may be determined from time-to-time by the Directors.

1.3 Term. The Company’s existence will continue perpetually unless it is sooner terminated by agreement of all of the Members.

1.4 Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

1.4.1 “Affiliate” means with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

1.4.2 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.4.3 “Covered Person” means a Member; any Affiliate of a Member; any directors, officers or managers of the Company; any officers, directors, shareholders, partners, employees, representatives or agents of a Member or any Affiliate of a Member; or any employee or agent of the Company or its Affiliates.

1.4.4 “Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year, and shall also be the Company’s taxable year under the Code.

1.4.5 “Interest” means a Person’s rights to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act, whether as a Member or an assignee of a Member’s Interest. The Interest of a Member is represented by Units held by the Member.

1.4.6 “Majority Interest” means one or more Members holding more than fifty percent (50%) of the Units of the Company.

1.4.7 “Member” means any Person named as a member of the Company on Schedule A hereto, as the same may be amended from time-to-time, and includes any Person admitted as an additional Member or a substitute Member pursuant to the provisions of this Agreement. “Members” means two (2) or more of such Persons when acting in their capacities as Members of the Company. For purposes of the Act, the Members shall constitute one (1) class or group of members.

1.4.8 “Person” shall mean an individual, a corporation, partnership, trust, company, association or any other form of entity, and their permitted heirs, executors, administrators, legal representatives, successors, and assigns.

1.4.9 “Treasury Regulations” shall mean, the permanent, temporary, proposed, or proposed and temporary regulations of the U.S. Department of the Treasury under the Code as such regulations may be lawfully changed from time to time.

1.4.10 “Units” mean evidence of ownership of the Interests in the Company. The number of Units initially held by the Members is set forth in Schedule A attached hereto.

ARTICLE II

PURPOSES AND BUSINESS OF THE COMPANY

2.1 Purposes of the Company. The Company has been formed for the purpose of carrying out any and all lawful activities for companies organized under the Act.

2.2 Authority of the Company. To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

ARTICLE III

THE MEMBER AND LIMITED LIABILITY

3.1 Member; Limited Liability. The sole Member of the Company is Sheridan Healthcorp, Inc. Said Member holds all of the Interests and Units in the Company. The Member shall not have any personal liability whatsoever in its capacity as a Member, whether to the Company, or to the creditors of the Company, for the debts, liabilities, contracts, or any other obligations of the Company, or for any losses of the Company.

 

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3.2 Units. The number and class of Units issued to the Members shall be as set forth on Schedule A, as the same may be amended from time-to-time, and shall be issued at such time as the Board has verified delivery of the Member’s capital contribution. The Interests in the Company will be divided into Units, with each Unit entitling the holder thereof generally, unless otherwise provided for herein, a right: (i) to vote on matters requiring the approval of the Members; and (ii) to receive distributions, all of which shall be as specifically provided herein. Subject to the provisions governing the admission of Additional Members, the Members shall determine the total number of Units of the Company. In no event shall the total number of Units issued by the Company exceed One Thousand (1,000) Units. Each Unit shall be evidenced by a certificate.

ARTICLE IV

MANAGEMENT

4.1 Board of Directors. The day-to-day business and affairs of the Company shall be managed under the direction of a Board of Directors (the “Board” or “Directors”). The Board shall consist of at least one (1) but no more than three (3) individuals appointed by the Member who will supervise the activities of the Company. Each Director shall hold office until his or her successor shall have been elected and qualified or his or her earlier resignation or removal. Directors need not be residents of the State of Florida or Members of the Company. The Sole Member designates each of the Directors as authorized representatives of the Company, within the meaning of the Act, to do and perform, or cause to be done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as they may deem necessary or appropriate in furtherance of the ordinary course of business of the Company.

4.2 Officers. The Directors shall elect such officers (individually, an “Officer,” or collectively the “Officers”) as they deem necessary for the efficient operation of the Company. The Company shall have a President, Secretary, Treasurer and such Vice Presidents as the Board may determine from time-to-time. The Directors designate each of the Officers as authorized representatives of the Company, within the meaning of the Act, to: (i) execute, deliver and file the Articles of Organization of the Company (and any amendments and/or restatements) and any other documents (and any amendments and/or restatements) necessary for the Company to qualify to transact business in any jurisdiction in which the Company may wish to conduct business; and, (ii) do and perform, or cause to be done and performed, all such acts, deeds and things and to make execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as they may deem necessary or appropriate in furtherance of the ordinary course of business of the Company.

The President of the Company shall be its chief executive officer and chief operating officer and shall manage the business and affairs of the Company subject to the direction of the

 

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Board. Each Vice President shall have such duties as are delegated to him by the President or Board. The Secretary shall have custody of and maintain all of the corporate records of the Company, shall record the minutes of all meetings of the Officers and Board, send out all notices of meetings and perform such other duties as are assigned to him by the President or the Board. The Treasurer shall have custody of all corporate funds and financial records, shall keep, full and accurate accounts of receipts and disbursements and render accounts thereof and shall have such other duties as are assigned to him by the President or the Board.

4.3 Officers’ Standard of Care. The Officers shall use their good faith efforts to implement or cause to be implemented all Major Decisions approved by the Members and the decisions of the Board and to conduct or cause to be conducted the ordinary and usual business of the Company in accordance with and subject to the direction of the Board. The President may, except as otherwise determined by the Board, delegate in writing to other Officers, employees or agents of the Company matters for which the President may be responsible. The Officers shall be responsible for obtaining all licenses, permits and approvals necessary for the Company to operate its business.

4.4 Major Decisions. Neither the Officers nor Board may, directly or indirectly, take any of the following actions (referred to as “Major Decisions”) on behalf of the Company without the approval of the Members:

4.4.1 create, incur, assume, refinance or otherwise become liable with respect to any obligation for borrowed money (including guarantees of the indebtedness or other obligations of any Person or Affiliate of the Company);

4.4.2 pledge, mortgage, hypothecate or otherwise encumber any of the Company’s assets (other than in the ordinary course of business);

4.4.3 sell or otherwise dispose of any portion of the business or assets of the Company except in the ordinary course of business;

4.4.4 engage in any business combination, including any merger or consolidation, or sell all or substantially all of the assets or properties of the Company; or

4.4.5 consent to or file for any bankruptcy, custodianship, receivership or trusteeship of the Company.

4.5 Resignation. Any Director or Officer of the Company may resign at any time by giving notice to the Members of the Company in the case of a Director, and Board of Directors in the case of an Officer. The resignation of any Director or Officer shall take effect upon receipt of written notice thereof or at such later time as shall be specified in such notice; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Director resigns, the Members shall have the right to replace such Director. If an Officer resigns the Board of Directors shall have the right to replace such Officer.

 

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ARTICLE V

MEETINGS

5.1 Annual Meeting. If required under the Act, an annual meeting of the Members shall be held on the second Tuesday in March or at such other time as shall be determined by the Members, for the transaction of such business as may come before the meeting.

5.2 Special Meetings. Special meetings of the Members, for any purpose or purposes unless otherwise prescribed by statute, may be called by any Member.

5.3 Voting Rights. The Members shall have voting rights in accordance with the number of Units held by the Members, with respect to all matters relating to the Company’s business, other than determining whether a quorum exists for the conduct of a meeting of Members.

5.4 Quorum. Fifty-one percent (51%) of the Units of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members.

5.5 Manner of Acting. If a quorum is present, the affirmative vote of a Majority Interest of the Members shall be the act of the Members.

5.6 Proxies. At all meetings of Members, a Member may vote in person or by written proxy or by a duly authorized attorney-in-fact.

5.7 Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the Members holding the requisite number of Units required to approve the action, and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company’s records. Action taken under this Section is effective when Members holding the requisite number of Units have signed the consent unless the consent specifies a different effective date. Any Member who has not consented to the action shall receive a copy of the consent describing the actions taken within ten (10) days of the effective date of the consent.

ARTICLE VI

TAX AND ACCOUNTING MATTERS

6.1 Taxation as Company. The Company shall elect to be treated as a corporation for U.S. Federal Income Tax purposes pursuant to Treasury Regulation Section 301.7701-3.

6.2 Federal Tax Returns. The Treasurer shall cause the Company’s accountants to prepare, on a timely basis, at the expense of the Company, for each Fiscal Year (or part thereof), federal tax returns in compliance with the provisions of the Code and any required state and local tax returns.

 

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6.3 Accounting Method. For financial reporting purposes and for purposes of determining profits and losses, the books and records of the Company shall be kept in accordance with generally accepted accounting principles consistently applied and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

6.4 Distributions. All distributions to the Members shall be made prorata in accordance with the number of Units held by each Member.

ARTICLE VII

RESTRICTIONS ON TRANSFERABILITY

7.1 Transfers Prohibited. A Member may not transfer, assign, pledge, encumber, or otherwise dispose of all or any part of its interest in the Company without the consent of a Majority Interest of the Members, whether voluntary, involuntary, or by operation of law or otherwise.

7.2 Effect of Transfer. Except as otherwise herein specifically provided, any sale, transfer, assignment, pledge, encumbrance, or other disposal or purported sale, transfer, assignment, pledge, encumbrance, or other disposal of any Interest in the Company shall be null and void. Each purchaser and any subsequent transferee of an Interest in the Company approved by the Members, shall hold such Interest in the Company subject to all of the terms, conditions and provisions of this Agreement and shall make no further transfer, whether by sale, gift, bequest, or otherwise, except as provided in this Agreement, and shall execute a counterpart to become subject to and bound by the terms of this Agreement.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation.

8.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement.

8.2.2 A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company or the Covered Person by any Person engaged by the Company and who has been selected with reasonable care as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence.

 

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8.3 Indemnification. To the fullest extent permitted by the Act and applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person provided that (i) any such action was undertaken in good faith on behalf of the Company and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, (ii) any such action was reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, and (iii) with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe his action or omission was unlawful.

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified under the provisions of Section 8.3 hereof.

8.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Members shall determine, against any liability that may be asserted or expenses that may be incurred in connection with the activities of the Company.

8.6 Survival of Indemnity Provisions. Except as otherwise specifically provided herein, all of the indemnity provisions contained in this Agreement shall survive a Member’s, Director’s and Officer’s ceasing to be a Member, Director or Officer of the Company.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or communication to be given under the terms of this Agreement shall be in writing and shall be personally delivered or sent by facsimile, overnight delivery, or registered or certified mail, return receipt requested. Notice shall be effective upon receipt.

9.2 Application of Delaware Law. This Agreement shall be governed by the laws of the State of D, without application of conflict of laws principles.

9.3 Waiver of Action of Partition. Each Member irrevocably waives during the term of the Company any right that he may have to maintain any action for partition with respect to the property of the Company.

9.4 Amendments. Except as otherwise provided within this Agreement or the Act, this Agreement may only be amended by the written agreement of a Majority Interest of the Members.

 

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9.5 Construction. Whenever the singular is used in this Agreement, when required by the context the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.6 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

9.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.8 Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns.

9.9 Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed, to confer upon or give any Person other than the parties hereto, any rights or remedies, under or by reason of this Agreement, or result in their being deemed a third party beneficiary of this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any Member.

9.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

COMPANY:

Sheridan InvestCo, LLC

a Delaware limited liability company

By:  

/s/ Jay A. Martus

  Jay A. Martus, Executive Vice President
SOLE MEMBER:

Sheridan Healthcorp, Inc.

a Florida corporation

By:  

/s/ Jay A. Martus

  Jay A. Martus, Executive Vice President

 

8

OPERATING AGREEMENT OF

Sheridan InvestCo, LLC

EXHIBIT A

MEMBERS

 

NAME/ADDRESS    NUMBER OF UNITS    PERCENTAGE INTEREST
Sheridan Healthcorp, Inc.    100    100%
1613 North Harrison Parkway      
Suite 200      
Sunrise, FL 33323      

Dated as of July 22, 2013

EX-3.221 112 d805253dex3221.htm EX-3.221 EX-3.221

Exhibit 3.221

CERTIFICATE OF INCORPORATION

OF

SHERIDAN RADIOLOGY SERVICES, INC.

FIRST: The name of the Corporation is Sheridan Radiology Services, Inc. (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is located at 1007 Orange Avenue, Suite 1410, Wilmington, County of New Castle, Delaware 19801. The registered agent of the Corporation at that address is Delaware Incorporators & Registration Service, LLC.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, provided that the Corporation’s activities shall be confined to the management and maintenance of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner as to qualify for exemption from income taxation under, Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law.

FOURTH: The Corporation shall have authority to issue One Thousand (1,000) shares of common stock, having apar value of $.01 (One Cent) per share.

FIFTH: The Corporation shall indemnify its Directors, Officers, employees and agents to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision of Delaware Law.

SIXTH: No Director of the Corporation shall be personally liable to the Corporation nor its Stockholders except for (i) any breach of the Director’s duty of loyalty to the Corporation or its Stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful dividend payments or stock purchases or redemptions under Section 174 of the Delaware General Corporation Law (or any successor provision of Delaware law), or (iv) any transaction from which the director derived an improper personal benefit; and the Directors of the Corporation shall be entitled, to the full extent permitted by Delaware law, as amended from time to time, to the benefits of provisions limiting the personal liability of Directors.

SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, the number of members of which shall be set forth in the By-Laws of the Corporation. The Directors need not be elected by ballot unless required by the By-Laws of the Corporation.

EIGHTH: Meetings of the Stockholders will be held within the State of Delaware. The books of the Corporation will be kept (subject to the provisions contained in the General Corporation Law) in the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

NINTH: In the furtherance and not in limitation of the objects, purposes and powers prescribed herein and conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, amend and repeal the By-Laws.

TENTH: The Corporation reserves the right to amend or repeal any provision contained in the Certificate of Incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

ELEVENTH: The Corporation shall have no power and may not be authorized by its Stockholders or Directors (i) to perform or omit to do any act that would cause the Corporation to lose its status as a corporation exempt from the Delaware Corporation income tax under Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law, or (ii) to conduct any activities outside of Delaware which could result in the Corporation being subject to tax outside of Delaware.

TWELFTH: The name and mailing address of the Incorporator is Joan L. Yori, 1007 Orange Avenue, Suite 1410, Wilmington, Delaware 19801.

THIRTEENTH: The powers of the Incorporator shall terminate upon election of Directors.

I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 22nd day of September, 2006.

 

/s/ Joan L. York

Joan L. York, Incorporator

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

SHERIDAN RADIOLOGY SERVICES, INC.

Sheridan Radiology Services, Inc., a corporation organized and existing under and by virtue of the General Corporate Law of the State of Delaware (the “Corporation”), does hereby certify that:

1. Article Third of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

“THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.”

2. Article Eleventh of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

“ELEVENTH: [Reserved].”

3. The foregoing amendments to the Certificate of Incorporation of the Corporation have been duly adopted by the Board of Directors of the Corporation, acting in accordance with the provisions of Section 141 and 242 of the Delaware General Corporation Law, as amended (“DGCL”), and written consent of the sole shareholder of the Corporation has been duly given to this amendment in accordance with the provisions of Sections 228 and 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed on its behalf this 28th day of June, 2012.

 

By:  

/s/ Gilbert Drozdow

  Name:   Gilbert Drozdow
  Title:   President
 EX-3.222 113 d805253dex3222.htm EX-3.222 EX-3.222

Exhibit 3.222

BY-LAWS

of

SHERIDAN RADIOLOGY SERVICES, INC.

ARTICLE I

Stockholders

Section 1. Annual Meeting. The Annual Meeting of Stockholders shall be held each year at the place, date and time determined by the Board of Directors. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Certificate of Incorporation or by these By-laws, may be specified by the Board of Directors or the President. If no annual meeting has been held on the date fixed above, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an annual meeting.

Section 2. Special Meetings. Special meetings of the stockholders may be called at any time by the President or the Board of Directors.

Section 3. Notice of Meetings. A written notice stating the place, date and hour of the Annual Meeting of Stockholders shall be given by the Secretary (or other person authorized by these By-laws or by law) not less than ten, nor more than sixty, days before the meeting to each stockholder entitled to vote thereat, and to each stockholder who, under the Certificate of Incorporation or under these By-laws, is entitled to such notice, by delivering such notice to hi o by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the Corporation. Notice need not be given to a stockholder if a written waiver of notice is executed before or after the meeting by such meeting in question, unless such attendance was for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Notice of Special Meetings shall be given in the same manner as provided for Annual Meetings, except that the written notice of Special Meetings shall state clearly and briefly the purpose or purposes for which the meeting is called. Only such purposes shall be considered or dealt with at Special Meetings.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in the written waiver of notice.

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 4. Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.

Section 5. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the corporation unless otherwise provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or by written proxy, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A proxy purporting to be executed by, or on behalf of, a stockholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.

Section 6. Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. Any election by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. No ballot shall be required for any election. The Corporation shall not directly or indirectly vote any share of its own stock, provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

Section 7. Action Without a Meeting. Any action required or permitted by law to be taken at any annual or special meeting of stockholders 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 all outstanding shares of stock entitled to vote thereon.

Section 8. Stockholder Lists. The Secretary (or the corporation’s transfer agent or other person authorized by these By-laws or by law) shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, 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 within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

ARTICLE II

Directors

Section 1. Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors that may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

Section 2. Number, Election and Qualification. The number of Directors shall be not less than one nor more than five (5). At each Annual Meeting, the stockholders shall fix the number of Directors, and shall elect not more than the number so designated. No Director need be a stockholder.

Section 3. Vacancies; Reduction of Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the stockholders or by the Directors then in office or by a sole remaining Director. In lieu of filling any such vacancy the stockholders or Board of Directors may reduce the number of Directors, but not to a number less than the minimum number required by Section 2 of this Article II. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 4. Enlargement of the Board. The Board of Directors may be enlarged by the stockholders at any meeting or by vote of a majority of the Directors then in office.

Section 5. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, Directors shall hold office for one year or until their successors are elected and qualified or until their earlier resignation or removal. Any Director may resign by delivering his written resignation to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6. Removal. A Director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of Directors.

Section 7. Meetings. The regular Annual Meeting of the Board of Directors shall be held immediately after the close of the Annual Meeting of the Stockholders. No notice shall be required for this meeting. Other regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the President designating the time, date and place thereof. Any matter of business which may properly come before the Board of Directors may be transacted at either a regular or special meeting thereof. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

Section 8. Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the President. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home address at least twenty-four hours in advance of the meeting, or by written notice mailed to the business or home address at least forty-eight hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director is unlawful, or if all of the Directors are present at the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purpose of the meeting.

Section 9. Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

Section 10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By-laws.

Section 11. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes.

Section 12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number one or more committees, including an Executive Committee and an Audit Committee, and ay delegate thereto some or all of its powers except those which by law, by the Certificate of Incorporation, or by these By-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, bust unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

ARTICLE III

Officers

Section 1. Enumeration. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including one or more Vice Presidents, Assistant Secretaries, and Assistant Treasurers, as the Board of Directors may determine.

Section 2. Election. At its Annual Meeting, the Board of Directors shall elect the President, the Secretary, and the Treasurer. Other officers may be chosen by the Board of Directors at such meeting or any other meeting.

Section 3. Qualification. No officer need be a stockholder. No officer need be a Director. Any person may occupy more than one office of the Corporation at any time. Any officer may be required by the Board of Directors to give bond for the faithful performance of his duties in such amount and with such sureties as the Board of Directors may determine.

Section 4. Tenure. Except as otherwise provided by the Certificate of Incorporation or by these By-laws, each of the officers of the Corporation shall hold his office for one year or until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign by delivering his written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 5. Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office, provided that, if an officer is to be removed for cause, he may only be removed after reasonable notice and an opportunity to be heard by the Board of Directors.

Section 6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

Section 7. President. The President shall be the chief executive officer of the corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. Unless otherwise provided by the Board of Directors, he shall preside, when present, at all meetings of stockholders and of the Board of Directors.

Section 8. Vice-Presidents. Any Vice-President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

Section 9. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Company and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

Section 10. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In his absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). He shall have custody of the seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his signature. He shall have such other duties and powers as may be designated from time to time by the Board of Directors or the President. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

Section 11. Other Powers and Duties. Subject to these By-laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors.

ARTICLE IV

Capital Stock

Section 1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall bear the Corporation seal and shall be signed by the President or a Vice-President and by the Treasurer or the Secretary. The Corporation seal and the signatures by Corporation officers may be facsimile if the certificate is manually countersigned by an authorized person on behalf of a transfer agent or registrar other than the Corporation or its employee. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

Section 2. Transfers. Subject to any restrictions on transfer, shares of stock may be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

Section 3. Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws. It shall be the duty of each stockholder to notify the Corporation of his post office address.

Section 4. Record Date. In order that the Corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournments 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. In such case, only stockholders of record on such record date shall be so entitled, notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed: (i) the record date for determining stockholders entitled to receive notice of or to vote at a meeting of stockholders shall be at 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; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

ARTICLE V

Indemnification of Directors, Officers and Others

Section 1. Indemnifiable Events; Extent of Indemnification.

A. The Corporation shall indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware (as presently in effect or as hereafter amended):

(1) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the Company) by reason of the fact that he is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such suit, action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best

interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.

(3) To the extent that a Director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (1) and (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

B. The Board of Directors, in its discretion, may authorize the Corporation to indemnify:

(1) Any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere

or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.

Section 2. Determination of Entitlement. Any indemnification hereunder (unless required by law or ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent in proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article V. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders of the Corporation.

Section 3. Advance Payments. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, only as authorized by the Board of Directors in the specific case (including by one or more Directors who may be parties to such action, suit or proceeding), upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article V.

Section 4. Non-Exclusive Nature of Indemnification. The indemnification provided herein shall not be deemed exclusive of any other rights to which any person, whether or not entitled to be indemnified hereunder, ma be entitled under any statute, by-law, agreement, vote of stockholders of Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors

and administrators of such a person. Each person who is or becomes a Director of officer as aforesaid shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article V.

Section 5. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who 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 corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of the State of Delaware (as presently in effect or hereafter amended), the Certificate of Incorporation of the Corporation or these By-laws.

Section 6. No Duplicate Payments. The Corporation’s indemnification under Section 1 of this Article V of any person who 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 corporation, partnership, joint venture, trust or other enterprise, shall be reduced by any amounts such person receives as indemnification (i) under any policy of insurance purchased and maintained on his behalf by the Corporation, (ii) from such other corporation, partnership, joint venture, trust or other enterprise, or (iii) under any other applicable indemnification provision.

Section 7. Amendment. This Article V may be amended only so as to have a prospective effect. Any amendment to this Article V which would result in any person having a more limited entitlement to indemnification may be approved only by the stockholders.

ARTICLE VI

Transactions with Related Parties

Section 1. Transactions Not Void. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof, which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The materials facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors, or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(2) The materials facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the shareholders.

Section 2 Quorum. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 3. Limitation. Nothing herein contained shall protect or purport to protect any Director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of his willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.

ARTICLE VII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year.

Section 2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

Section 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without Director action may be executed on behalf of the Corporation by the President or the Treasurer.

Section 4. Voting of Securities. Unless the Board of Directors otherwise provided, the President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

Section 5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

Section 6. Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

Section 7. Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

Section 8. Amendments. These By-laws may be altered, amended or repealed by the vote of a majority in interest of the stockholders of the Corporation at any regular or special meeting thereof; or by the vote of a majority of the Board of Directors at any regular or special meeting thereof, without any action on the part of the stockholders, unless otherwise provided herein, provided that (i) the Board of Directors may not amend or repeal this Section 8 nor may it amend or repeal any other provision of these By-laws to the extent such amendment or repeal requires action by the stockholders, and (ii) any amendment or repeal of these By-laws by the Board of Directors and any provision to these By-laws adopted by the Board of Directors may be amended or repealed by the stockholders.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN RADIOLOGY SERVICES, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 22, 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Secretary
 EX-3.223 114 d805253dex3223.htm EX-3.223 EX-3.223

Exhibit 3.223

ARTICLES OF INCORPORATION

OF

JAIME J. RODRIGUEZ, M.D. P.A.

ARTICLE I – Name

The name of this corporation shall be JAIME J. RODRIGUEZ, M.D. P.A.

ARTICLE II – Nature of Business

This corporation may engage in any activity or business permitted under the laws of the United States and the State of Florida, provided such business shall be limited to the rendering of professional services for which the individual shareholders are required by law to be licensed or have otherwise obtained legal authorization. It is the intent hereby to create a professional service corporation pursuant to Chapter 621, Florida Statutes.

ARTICLE III – Capital Stock

The maximum number of shares of stock that this corporation is 100 authorized to have outstanding at any one time is shares of common stock having a nominal or par value of One Dollar and No/100 ($1.00) per share.

The personal liability of shareholders of this corporation, in their capacity as shareholder shall be no greater in any aspect than that of a shareholder-employee of a corporation organized under Chapter 607, Florida Statutes. Provided, further, the corporation shall be liable up to the full value of its property for any negligent or wrongful acts committed by any of its officers, agents or employees while engaged on behalf of the corporation in the rendering of professional services.

ARTICLE IV – Registered Office and Registered Agent

The initial Registered Office of this corporation shall be 4460 Sheridan Street, Hollywood, Florida, and shall serve as the principal office.

The initial Registered Agent of this corporation shall be WILLIAM F. LEONARD.

ARTICLE V – Directors

The number of directors constituting the initial Board of Directors shall be one. The names and addresses of each person serving on the initial Board of Directors are as follows:

 

NAME:    Jaime J. Rodriguez, M.D.
ADDRESS:    4460 Sheridan Street
   Hollywood, Florida

 

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ARTICLE VI – Incorporator

The name and address of the Incorporator of these Articles of Incorporation is:

 

NAME:    Jaime J. Rodriguez, M.D.
ADDRESS:    4460 Sheridan Street
   Hollywood, Florida

ARTICLE VII – Professional Services

It shall be unlawful for anyone not a licensed practitioner engaging in the professional services as a medical doctor to be an officer or corporate shareholder of this corporation.

I, the undersigned, being the only original Incorporator of the foregoing corporation, do hereby certify that the foregoing constitutes the proposed Articles of Incorporation of JAIME J. RODRIGUEZ, M.D., P.A. and I hereby declare and certify that the facts herein stated are true.

 

/s/ Jaime J. Rodriguez, M.D.

JAIME J. RODRIGUEZ, M.D.

 

STATE OF FLORIDA      )
     SS:
COUNTY OF BROWARD      )

I HEREBY CERTIFY that this day in the next above named State and County, before me, an officer duly authorized and acting, personally appeared JAIME J. RODRIGUEZ, M.D. to me well known, and known to me to be the individual described in and who executed the foregoing instrument, and who acknowledged then and there before me that he executed said instrument for the purposes and reasons set out therein.

WITNESS my hand and official seal this 6th day of October, 1992.

 

/s/ Carol Bartel

Notary Public
My Commission Expires: May 5, 1994

ACCEPTANCE BY REGISTERED AGENT

I, WILLIAM F. LEONARD, designated as Registered Agent of JAIME J. RODRIGUEZ, M.D. P.A. in the Articles of Incorporation of said corporation, do hereby accept appointment as such at the registered office designated in Article IV, to-wit:

 

/s/ William F. Leonard

Registered Agent

 

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ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

JAIME J. RODRIGUEZ, M.D. P.A.

(DOCUMENT NO. V71221)

Pursuant to the applicable provisions Florida law, JAIME J. RODRIGUEZ, M.D. P.A., a Florida professional association (the “Corporation”) adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: Article I of the Corporation’s Articles of Incorporation has been amended to read as follows:

“ARTICLE I – Name

The name of this corporation shall be JAIME J. RODRIGUEZ, M.D., INC.”

SECOND: Article II of the Corporation’s Articles of Incorporation has been amended to read as follows:

“ARTICLE II – Nature of Business

This Corporation may engage in any activity or business permitted under the laws of the State of Florida.”

THIRD: Article III of the Corporation’s Articles of Incorporation has been amended to delete paragraph 2.

FOURTH: Article VII of the Corporation’s Articles of Incorporation is hereby deleted in full.

FIFTH: The foregoing amendment was adopted on September 22, 1998.

SIXTH: The foregoing amendment was approved by the stockholders of the Corporation. The number of votes cast for the amendment was sufficient for approval. There were no voting groups entitled to vote separately on the amendment.

Jodi B. Laurence, Esq.

Florida Bar Number 860689

Broad and Cassel

7777 Glades Road, Suite 300

Boca Raton, Florida 33434

Telephone: (561) 483-7000

Fax Audit Number: H99000000747 8

 

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IN WITNESS WHEREOF, JAIME J. RODRIGUEZ, M.D. P.A. (to be known as JAIME J. RODRIGUEZ, M.D., INC.), a Florida corporation, has caused these Articles of Amendment to be signed by its President this 11th day of January, 1999.

 

JAIME J. RODRIGUEZ, M.D. P.A., a Florida professional association (to be known as JAIME J. RODRIGUEZ, M.D., INC.)
By:  

/s/ Jaime J. Rodriguez

  Jaime J. Rodriguez, President

 

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ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

JAIME J. RODRIGUEZ, M.D., INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 607, Florida Statutes, effective October 15, 1992 under the name of JAIME J. RODRIGUEZ, M.D., INC. and assigned Document No. V71221 (the “Corporation”).

1. Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of the Corporation are as follows:

RESOLVED, that Article I of the Articles of Incorporation of Jaime J. Rodriguez, M.D., Inc. is hereby authorized to be amended in its entirety to read as follows:

ARTICLE I – NAME

The name of the corporation shall be Southeast Perinatal Associates, Inc. (the “Corporation”).

2. The Articles of Amendment to the Articles of Incorporation were adopted by all of the directors and the sole shareholder of the Corporation as of December 3, 2013 in the manner prescribed by Section 607.1003, Florida Statutes.

3. The foregoing Articles of Amendment to the Articles of Incorporation of the Corporation shall be effective upon filing by the Florida Secretary of State.

 

    CORPORATION:
    JAIME J. RODRIGUEZ, M.D., INC.
Date: December 3, 2013     By:  

/s/ Jay A. Martus

      Jay A. Martus, Executive Vice President

 

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CERTIFICATE OF SECRETARY

JAY A. MARTUS, Secretary of JAIME J. RODRIGUEZ, M.D., INC. certifies as follows:

 

  1. the foregoing Articles of Amendment to the Articles of Incorporation of JAIME J. RODRIGUEZ, M.D., INC. were adopted pursuant to a unanimous consent of the sole shareholder and all of the directors, dated as of December 3, 2013; and,

 

  2. I have executed the foregoing Articles of Amendment to the Articles of Incorporation on behalf of the sole shareholder and all of the directors.

 

/s/ Jay A. Martus

Jay A. Martus, Secretary

 

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EX-3.224 115 d805253dex3224.htm EX-3.224 EX-3.224

Exhibit 3.224

BY-LAWS OF

JAIME RODRIQUEZ, M.D., P.A.

n/k/a

JAIME J. RODRIGUEZ, M.D., INC.

ARTICLE I – OFFICES

The principal office of the corporation shall be established and maintained at 4460 Sheridan Street, Hollywood, Florida 33021, County of Broward, State of Florida. The corporation may also have offices at such places within or without the State of Florida as the Board may from time to time establish.

ARTICLE II – SHAREHOLDERS

 

  1. PLACE OF MEETINGS

Meetings of shareholders shall be held at the principal office of the corporation or at such place within or without the State of Florida as the Board shall authorize.

 

  2. ANNUAL MEETING

The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting of shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of shareholders. Business transacted at the annual meeting shall include the election of directors of the corporation.

 

  3. SPECIAL MEETINGS

Special meetings of the shareholders may be called by the Board or by the holders of not less than one-tenth of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten nor more than sixty days after the request is made. The secretary shall issue the call for the meeting unless the President, the Board or the shareholders shall designate another to make said call.

 

  4. NOTICE OF MEETING

Written notice of each meeting of shareholders shall state the place, day and hour of the meetings and in the case of a special meeting the purpose or purposes for which the meeting is called. Notice shall be delivered personally or by first class mail to each shareholder of record having the right and entitled to vote at such meeting at his last address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date set for such meeting. Such notice shall be sufficient for the meeting and any adjournment thereof. If any shareholder shall transfer his stock after notice, it shall not be necessary to notify the transferee. Any shareholder may waive notice of any meeting either before, during or after the meeting.

 

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  5. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 30 days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders such books shall be closed for at least 10 days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 30 days and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of the shareholders, is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholder 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.

 

  6. VOTING

Every shareholder of common stock shall be entitled at each meeting and upon each proposal presented at each meeting to one vote for each share recorded in the shareholder’s name on the books of the corporation on the record date. The books of records of shareholders shall be produced at the meeting upon the request of any shareholder. Upon the demand of any shareholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. The affirmative vote of a majority of the shares represented at the meeting shall control the actions of the shareholders.

 

  7. QUORUM

The presence, in person or by proxy, of shareholders holding a majority of the shares of the corporation entitled to vote shall constitute a quorum at all meetings of the shareholders. In no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. In case a quorum shall not be present at any meeting, a majority of the shareholders entitled to vote, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of shares entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of shares entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

 

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  8. PROXIES

At any shareholders meeting or any adjournment thereof, any shareholder of record having the right and entitled to vote thereat may be represented and vote by proxy appointed in a written instrument. No such proxy shall be voted after eleven months from the date thereof unless otherwise provided in the proxy. In the event a proxy provides for two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one be present, that one, shall have all the powers conferred by the instrument upon all the persons so designated unless the proxy shall provide otherwise.

ARTICLE III – DIRECTORS

 

  1. BOARD OF DIRECTORS

The business of the corporation shall be managed and its corporate powers executed by a Board of Directors, consisting of one (1) Director. It shall not be necessary for directors to be residents of the State of Florida or shareholders.

 

  2. ELECTION AND TERM OF DIRECTORS

Directors shall be elected at the annual meeting of shareholders and each director elected shall hold office until the director’s successor has been elected and qualified, or until prior resignation or removal.

 

  3. VACANCIES

Any vacancy occurring in the Board, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

 

  4. REMOVAL OF DIRECTORS

Any or all of the directors may be removed without cause by vote of a majority of all the shares outstanding and titled to vote at a special meeting of shareholders called for that purpose.

 

  5. RESIGNATION

A director may resign at any time by giving written notice to the Board, the President, or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

 

  6. QUORUM OF DIRECTORS

A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

 

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  7. PLACE AND TIME OF BOARD MEETING

The Board may hold its meetings at the office of the corporation or at such other places, either within or without the state of Florida as it may from time to time determine. Participation in a meeting by communication methods whereby all persons can hear each other at the same time shall constitute presence in person at a meeting.

 

  8. REGULAR ANNUAL MEETING

A regular annual meeting of the Board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

 

  9. NOTICE OF MEETING OF THE BOARD

Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days notice to each Director either personally or by mail or by wire; special meetings shall be called by the President or by the Secretary in a like manner on written request of a majority of the Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

 

  10. COMPENSATION

The Board shall have the authority to fix the compensation of Directors.

ARTICLE IV – OFFICERS

 

  1. OFFICERS, ELECTION AND TERM

(a) The Board may elect and appoint a President, a Vice President, a Secretary and a Treasurer, and such other officers as it may determine, who shall have such duties and powers as hereinafter provided.

(b) In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term.

(c) Any two or more offices may be held by the same person.

(d) The salaries of all officers shall be fixed by the Board.

(e) The Directors may require any officer to give security for the faithful performance of his duties.

 

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  2. PRESIDENT

The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. He shall preside at all meetings of the shareholders if present thereat and shall have general supervision, direction and control of the business of the corporation. Except as the Board shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts on behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

 

  3. VICE PRESIDENT

During the absence or disability of the President, the Vice President, if one be elected, or if there is more than one, the Executive Vice President, shall have all the powers and functions of the President. Each Vice President shall perform such other duties as the Board shall prescribe.

 

  4. SECRETARY

The Secretary shall attend all meetings of the Board and of the shareholders, record all votes and minutes of all proceedings in a book to be kept for that purpose, give or cause to be given notice of all meetings of shareholders and of special meetings of the Board, keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the Board, when required prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each, keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner, and perform such other duties as may be prescribed by the Board, or assigned to him by the President.

 

  5. ASSISTANT SECRETARIES

During the absence or disability of the Secretary, the Assistant Secretary, or if there is more than one, the one so designated by the Secretary of the Board, shall have the powers and functions of the Secretary.

 

  6. TREASURER

The Treasurer shall have the custody of the corporate funds and securities, keep full and accurate accounts of receipts and disbursements in the corporate books, deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board, disburse the funds of the corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disbursements, render to the President and Board at the regular meetings of the Board, or whenever they require it, an account of all transactions as Treasurer and of the financial condition of the corporation, render a full financial report at the annual meeting of the shareholders if so requested, be furnished by all corporate officers and agents on request with such reports and statements as required as to all financial transactions of the corporation, and perform such other duties as are given by these By-Laws or as from time to time are assigned by the Board or the President.

 

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  7. ASSISTANT TREASURER

During the absence or disability of the Treasurer, the Assistant Treasurer, or if there is more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Treasurer.

 

  8. SURETIES AND BONDS

In case the Board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of their duties to the corporation and including responsibility for negligence and for the accounting for all property, funds, or securities of the corporation which may come into their hands.

ARTICLE V – CERTIFICATES FOR SHARES

 

  1. CERTIFICATES

The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the President or Vice President and the secretary and shall bear the corporate seal. When such certificates are signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the corporation and a registrar, the signatures of such officers may be facsimiles.

 

  2. LOST OR DESTROYED CERTIFICATES

The Board 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 of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the owner’s legal representative, to advertise the same in such a manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

 

  3. TRANSFER OF SHARES

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, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. Whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed on the entry of the transfer. No transfer shall be made within ten days next preceding the annual meeting of shareholders.

 

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ARTICLE VI – DIVIDENDS

The Board may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the shares of the corporation in cash, property or its own shares as and when it deems expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the Board from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board shall deem conducive to the interests of the corporation.

ARTICLE VII – CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “CORPORATE SEAL, FLORIDA.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or any corporate obligation for the payment of money may be facsimile, engraved or printed.

ARTICLE VIII – EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner a shall be determined from time to time by resolution of the Board.

ARTICLE IX – FISCAL YEAR

The fiscal year shall begin the first day of January in each year.

ARTICLE X – NOTICE AND WAIVER OF NOTICE

Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post-paid wrapper, addressed to the person entitled thereto at his last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Shareholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

 

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ARTICLE XI – CONSTRUCTION

Whenever a conflict arises between the language of these By-Laws and the Articles of Incorporation, the Articles of Incorporation shall govern.

ARTICLE XII – INFORMAL MANAGEMENT

 

  1. CONDUCT OF BUSINESS WITHOUT MEETINGS – UNANIMOUS CONSENT

Any action of the shareholders, directors or committee may be taken without a meeting if consent thereto in writing, setting forth the action so taken, shall be signed by all persons who would be entitled to vote on such action at a meeting and shall be filed with the Secretary of the corporation as part of the proceedings of the shareholders, directors or committees as the case may be. Such consent shall have the same effect as a unanimous vote. Any action of the shareholders may be taken without a meeting, with less than unanimous consent, as provided by law.

 

  2. MANAGEMENT BY SHAREHOLDERS

In the event the shareholders are named in the Articles of Incorporation and are empowered therein to manage the affairs of the corporation in lieu of directors, the shareholders of the corporation shall be deemed directors for the purposes of these By-Laws and wherever the word “directors,” “board of directors” or “board” appear in these By-Laws those words shall be taken to mean shareholders.

The shareholders may, by majority vote, create a board of directors to manage the business of the corporation and exercise its corporate powers.

ARTICLE XIII – AMENDMENTS

The board may adopt, alter, amend or repeal these By-Laws. By-Laws adopted by the board or by the shareholders may be repealed or changed, new By-Laws may be adopted by the shareholders, and shareholders may prescribe in any By-Law made by them that such By-Law shall not be altered, amended or repealed by the board.

ARTICLE XIV – COMPENSATION OF OFFICERS

Upon request of the president of the company as to any other officer or offers and upon request of a majority of the members of the Board of Directors acting individually, as to the president, any officer receiving compensation shall enter into an agreement between the company and himself and thereby such officer shall agree to reimburse the company for any amount of the officer’s salary, the deduction for which is disallowed the company by the Internal Revenue Service as being unreasonable in amount. The president is authorized to execute such agreements on behalf of the company except where the subject agreement concerns the president’s salary, in which case any other officer shall be authorized to execute the agreement on behalf of the company. Execution of such a reimbursement agreement upon request, as set

 

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forth above, is a condition of future employment, and the president is authorized to discharge any officer who refuses to comply with the provisions herein, and likewise the Board of Directors is empowered to discharge the president from office if he refuses so to comply. Although all compensation will be bargained for on an arm’s length basis, and every effort will be made to establish reasonable compensation, the application of tax laws are subject to uneven interpretation and the company needs to examine its economic cost of compensation and its deductibility as a factor that significantly affects that economic cost to the company, as well as the company’s cash flow and profit.

ARTICLE XV – TRANSACTIONS WITH SHAREHOLDERS,

DIRECTORS OR OFFICERS

If any person who is a member of the Board of Directors or a shareholder of the company causes the rental of real or personal property to the company, the rental arrangement shall be fair, shall be bargained for at arm’s length and as a condition of any rental arrangement, shall provide that said Lessor agrees to reimburse the company for any amount paid under said agreement if the deduction to the company is disallowed by the Internal Revenue Service as being unreasonable in amount or not bargained for at arm’s length. The president is authorized to execute such agreements on behalf of the company. In this manner the company can evaluate the true economic cost to the company, the cash flow and net profit or loss.

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.225 116 d805253dex3225.htm EX-3.225 EX-3.225

Exhibit 3.225

CERTIFICATE OF FORMATION

OF

SUNBEAM ASSET LLC

Dated as of June 6, 2007

This Certificate of Formation for Sunbeam Asset LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §§18-101, et seq.).

1. The name of the limited liability company formed hereby is Sunbeam Asset LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name and address of the registered agent of the Company is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Sunbeam Asset LLC as of the date first above written.

 

/s/ Paul Watkins

Name: Paul Watkins
 EX-3.226 117 d805253dex3226.htm EX-3.226 EX-3.226

Exhibit 3.226

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

SUNBEAM ASSET LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Sunbeam Asset LLC, a Delaware limited liability company (the “Company”), is entered into as of June 15, 2007, by and among Sheridan Asset Holdings, Inc., a Delaware corporation (“Sheridan Asset Holdings”), and Sunbeam Asset Holdings LLC, a Delaware limited liability company (“Asset Holdings”), and each other Person who becomes a Member in accordance with the terms of this Agreement.

WHEREAS, on June 6, 2007 the Company was formed as a limited liability company under the Act by the filing of the Certificate of Formation of Sunbeam Asset LLC (the “Certificate”) with the office of the Secretary of State of the State of Delaware by an authorized person and the execution on June 6, 2007 of the Limited Liability Company Agreement of Sunbeam Asset LLC (the “Original Agreement”) by Asset Holdings; and

WHEREAS, the parties desire to enter into this Amended and Restated Limited Liability Company Agreement to set forth the terms and conditions of the ownership, management and operation of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

1. Name. The name of the Company shall be Sunbeam Asset LLC, or such other name as the Managing Member may from time to time hereafter designate.

2. Definitions.

(a) In addition to the terms otherwise defined herein, the following terms are used herein as defined below:

“Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as the same may be amended from time to time.

An “Affiliate” of a specified Person shall mean a Person who, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the specified Person or is an officer or director of the Person and, when used with respect to the Company, shall include any holder of

equity interests holding greater than 5% of the total number of outstanding equity interests of the Company on a fully-diluted basis or any officer or director of the Company.

“Assumed Tax Rate” applicable to Unitholders (or the direct and indirect owners of such Unitholders), means the highest marginal United States federal and state income tax rates applicable to the kinds of taxable income realized by such Persons, respectively, taking into account the dividends received deduction for corporations, and the individual tax rates on long-term capital gains and qualified dividend income, as determined in the discretion of the Managing Member.

“Available Cash Flow” shall mean, with respect to any calendar year or other period, the sum of all cash receipts of the Company from any and all sources, less all cash disbursements (including loan repayments, capital improvements and replacements) and a reasonable allowance for reserves, contingencies and anticipated obligations as determined by the Managing Member.

“Board of Directors” shall mean the Directors of the Company.

“Capital Contributions” means, with respect to any Member, the aggregate amount of money contributed to the Company and the carrying value of any property (other than money), net of any liabilities assumed by the Company upon contribution or to which such property is subject, contributed to the Company pursuant to Section 11.

“Carrying Value” means, with respect to any Company asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Company shall be their respective gross fair market values on the date of contribution as determined by the Managing Member, and the Carrying Values of all Company assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Units by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Company assets to a Member; (c) the date Units in the Company are relinquished to the Company; or (d) any other date specified in United States Treasury Regulations; provided however that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the Managing Member to reflect the relative economic interests of the Members. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits and Losses” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

 

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“Class A Members” means the holders of Class A Units.

“Class A Units” shall have the meaning set forth in Section 7.

“Director” shall mean a natural person elected or appointed to the Board of Directors pursuant to the provisions of the Certificate or this Agreement.

“Managing Member” means Sheridan Asset Holdings and any other person or entity admitted as a substitute Managing Member pursuant to this Agreement.

“Members” means the Managing Member and those other persons or entities who from time to time are admitted as Members by the Managing Member and included on Schedule A hereto.

“Officer” or “Officers” shall mean the executive and subordinate officers of the Company set forth in Section 10(a) and Section 10(c).

“Person” shall mean an individual, corporation, partnership, limited liability company, trust unincorporated association, government or any agency or political subdivision thereof, or any other entity.

“Profits” and “Losses” means, for each fiscal year or other period, the taxable income or loss of the Company, or particular items thereof, determined in accordance with the accounting method used by the Company for U.S. federal income tax purposes with any adjustments to be determined in the discretion of the Managing Member.

“Units” shall mean Class A Units and such other units of the Company as may be authorized and issued from time to time.

(b) Capitalized terms not otherwise defined herein shall have the meanings set forth therefore in Section 18-101 of the Act.

3. Purpose. The primary purpose of the Company is to acquire, hold, manage and sell entities engaged in business activities related to the provision of healthcare services. The Company may conduct any business in furtherance of this purpose which it is authorized to conduct under the Act. The Company may engage in any other lawful business under the Act and applicable law that the Managing Member of the Company determines the Company shall engage in and do all things necessary or incidental thereto.

 

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4. Offices.

(a) The principal place of business and office of the Company shall be located at One Maritime Plaza, 12th Floor, San Francisco, CA 94111.

(b) The registered office of the Company in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801. The name and address of the registered agent for the Company for service of process on the Company in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Members may from time to time change the registered agent or office by an amendment to the Certificate of Formation of the Company.

5. Members. The name and business or residence address of the Members are set forth on Schedule A attached hereto.

6. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until the Company is dissolved and its affairs are wound up in accordance with Section 17 of this Agreement.

7. Units. Subject to the terms of this Agreement, the Company is authorized to issue equity interests in the Company designated as “Units,” which shall constitute limited liability company interests under the Delaware Act and shall include initially “Class A Units” which shall have the rights set forth herein.

8. Management of the Company.

(a) The Managing Member shall have the exclusive right to manage the business of the Company, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company and, in general, all powers permitted to be exercised by a managing member under the Act. The Managing Member may appoint, employ or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Managing Member may delegate to any such person or entity such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.

(b) No Member other than the Managing Member, in its status as such, shall have the right to take part in the management or control of the business of the Company or to act for or bind the Company or otherwise to transact any business on behalf of the Company.

(c) The Managing Member is hereby designated as an authorized person, within the meaning of the Act, to do and perform, or cause to be done and performed, all such acts, deeds and things and to make, execute and deliver or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as he may deem necessary or appropriate in furtherance of the ordinary course of business of the Company.

(d) The Managing Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

 

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9. Management and Control of Business; Directors.

(a) Management by Directors. (i) The Managing Member hereby delegates the full and entire management of the business and affairs of the Company to the Board of Directors which shall have and may exercise all of the powers that may be exercised or performed by the Company. Except where the approval of the Members is expressly required by this Agreement or by nonwaivable provisions of the Delaware Act, the Board of Directors shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business. The Board of Directors shall have the further power to delegate any and all authority to such officers, including, without limitation, the officers described in Section 10, employees, agents and representatives of the Company as it may from time to time deem appropriate.

(ii) Without limiting the generality of Section 9, the Board of Directors shall have full power and authority to authorize the Company:

(A) to acquire property from any Person; the fact that a Member or Director is directly or indirectly affiliated or connection with any such Person shall not prohibit the Company from dealing with that Person;

(B) to borrow money for the Company from banks, other lending institutions, any of the Members or Directors, or Affiliates of any of the Members or Directors on such terms as they deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;

(C) to purchase liability and other insurance to protect the Company’s property and business;

(D) to hold and own any real and/or personal properties in the name of the Company;

(E) to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or similar type investments;

 

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(F) to execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; assignments; bills of sale; leases; partnership agreements; and any other instruments or documents necessary, in the opinion of the Directors, to the business of the Company;

(G) to employ accountants, legal counsel, managing agents or other experts to perform services for the Company, and to define their duties and authority, which may include authority granted to the Members or Directors under the Act, and to compensate them from the Company funds;

(H) to retain and compensate employees and agents generally, and to define their duties and authority, which may include authority granted to the Members or Directors under the Act;

(I) to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose; and

(J) to do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.

(iii) No Member, by reason of such Member’s status as such, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by such Member.

(iv) Notwithstanding anything herein to the contrary the Board of Directors shall not authorize, and the Company shall not enter into, any agreement, transaction or arrangement with any Member or any other affiliate of the Company, or any other Person who is an affiliate of any Member or any other affiliate of the Company, unless such agreement, transaction or arrangement is completed on an arms-length basis on terms no less favorable to the Company than it could otherwise obtain from an independent, unrelated third party; provided, however, that this Section 9 shall not apply to any transaction with any Person the majority of whose equity interest is owned, directly or indirectly, in the aggregate by the Company and/or Sunbeam, L.P., a Delaware Limited Partnership.

(b) Number, Tenure and Qualification of Directors. (i) The initial Board of Directors shall consist of five (5) Directors; provided, however, that the Managing Member may increase or decrease the number of Directors comprising the full Board of Directors from time to time; provided, further, however, that such number shall in no case be smaller than three (3) and no greater than eleven (11) and that no decrease in the number of Directors shall shorten the term of an incumbent Director. Subject to Section 9(j), the members of the initial Board of Directors shall be Mitchell Eisenberg, Lewis Gold, Allen Thorpe, Erik Ragatz and Benjamin Farkas.

(ii) The Directors shall be elected annually by the Managing Member and each such Director shall hold office until his or her successor shall have been elected and qualified, or until the earlier death, resignation or removal of such Director. Directors need not be Members or residents of the State of Delaware.

 

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(c) Quorum and Manner of Acting. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting, except as provided in Section 9. Action of the Board of Directors shall be authorized by the vote of a majority of the Directors present at the time of the vote if there is a quorum, unless otherwise provided by this Agreement. In the absence of a quorum a majority of the Directors present may adjourn any meeting from time to time until a quorum is present.

(d) Place of Meetings. Meetings of the Board of Directors may be held in or outside of the State of Delaware.

(e) Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places as the Board of Directors determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

(f) Special Meetings. Special meetings of the Board of Directors may be called by the President or by any of the Directors.

(g) Notice of Meetings; Waiver of Notice. Notice of the time and place of each special meeting of the Board of Directors shall be given to each Director by mailing it to him at his residence or a usual place of business at least three days before the meeting, or by delivering, telephoning, telegraphing it or send it by e-mail, facsimile or other electronic transmission to him at least two days before the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice need not be given to any Director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

(h) Board or Committee Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or by any committee of the Board of Directors may be taken without a meeting if all of the members of the Board of Directors or of the committee consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. The resolutions, written consents or electronic transmissions of the members of the Board of Directors or the committee shall be filed with the minutes of the proceeding of the Board of Directors or of the committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

(i) Participation in Board or Committee Meetings by Conference Telephone. Any or all members of the Board of Directors or of any committee of the Board of

 

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Directors may participate in a meeting of the Board of Directors or of the committee by means of a conference telephone or other communications equipment allowing all Persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

(j) Resignation and Removal of Directors. Any Director may resign at any time by delivering his resignation in writing or electronic transmission to the Company, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any or all of the Directors may be removed at any time, either with or without cause, by the Managing Member.

(k) Vacancies. Any vacancy in the Board of Directors, including one created by an increase in the number of Directors, may be filled by a majority of the then Directors or by the Managing Member.

(l) Committees.

(i) Executive Committee. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate an Executive Committee of one or more Directors which shall have all the powers and authority of the Board of Directors, except as otherwise provided in the resolution or any other applicable law. The members of the Executive Committee shall serve at the pleasure of the Board of Directors. All action of the Executive Committee shall be reported to the Board of Directors at its next meeting.

(ii) Other Committees. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate other committees of Directors of one or more Directors, which shall serve at the Board of Directors’s pleasure and have such powers and duties as the Board of Directors determines.

(iii) Rules Applicable to Committees. 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. In the absence or disqualification of any member of a committee, the member or members present at a meeting of the committee and not disqualified, whether or not a quorum, may unanimously appoint another Director to act at the meeting in place of the absent or disqualified member. All action of a committee shall be reported to the Board of Directors at its next meeting. Each committee shall adopt rules of procedure and shall meet as provided by those rules or by resolution of the Board of Directors.

(m) Compensation. Directors shall receive such compensation as the Board of Directors determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A Director may also be paid for serving the Company, its Affiliates or Subsidiaries in other capacities.

 

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10. Officers.

(a) Number; Security. The executive Officers of the Company shall be the Chief Executive Officer, President, Chief Financial Officer, one or more Vice Presidents (including one or more executive or senior Vice Presidents, if the Board of Directors so determines), and a Secretary. Any two or more offices may be held by the same Person. The Board of Directors may require any Officer, agent or employee to give security for the faithful performance of his duties.

(b) Election; Term of Office. The executive Officers of the Company shall be elected annually by the Board of Directors. Each Officer shall hold office until such Officer’s successor is elected and qualified or until such Officer’s earlier resignation on removal pursuant to Section 10(d).

(c) Subordinate Officers. The Board of Directors may appoint subordinate Officers (including assistant secretaries), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board of Directors determines. The Board of Directors may delegate to any executive Officer or to any committee the power to appoint and define the powers and duties of any subordinate Officers, agents or employees.

(d) Removal and Resignation of Officers. Any Officer may resign at any time by delivering his resignation in writing or other electronic transmission to the Company, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any Office appointed by the Board of Directors or appointed by an executive Officer or by a committee may be removed by the Board of Directors either with or without cause, and in the case of an Officer appointed by an executive Officer or by a committee, also by the Officer or committee who appointed him or by the Chief Executive Officer.

(e) Vacancies. A vacancy in any office may filled for the unexpired term in the manner prescribed in Sections 10(b) and 10(c) for election or appointment to the office.

(f) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

(g) Chief Executive Officer. Subject to the powers of the Board of Directors, the Chief Executive Officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making officer.

(h) President. Subject to the powers of the Board of Directors, the President of the Company shall be in general and active charge of such businesses and affairs of the Company as are delegated by the Chief Executive Officer.

 

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(i) Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses and capital. The Chief Financial Officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall have such other powers and perform such other duties as may from time to time be prescribed by the Chief Executive Officer or the Board of Directors.

(j) Vice President. Each Vice President shall have such powers and duties as the Chief Executive Officer, President, or the Board of Directors may from time to time prescribe.

(k) Secretary and Assistant Secretaries. The Secretary shall be the secretary of, and keep the minutes of, all meetings of the Board of Directors, shall be responsible for giving notice of all meetings of the Board of Directors, and shall keep the seal and, when authorized by the Board of Directors, apply it to any instrument requiring it. Subject to the control of the Board of Directors, he shall have such powers and duties as the Chief Executive Officer, President, or the Board of Directors assigns to him. In the absence of the Secretary from any meeting, the minutes shall be kept by the Person appointed for that purpose by the presiding Officer. One or more assistant secretaries may be appointed by the Board of Directors and will be empowered with the same duties as the Secretary.

(l) Salaries. The Board of Directors may fix the Officers’ salaries, if any, or it may authorize the Chief Executive Officer to fix the salary of any other Officer.

(m) Voting of Shares in Corporations. The Board of Directors shall have the power to vote the securities or interests held by the Company in other Persons or may designate some other Person to vote such securities or interests.

11. Capital Contributions. Members shall make Capital Contributions to the Company in such amounts and at such times as they shall mutually agree. The Managing Member shall amend Schedule A hereof to reflect the amounts of such Capital Contributions. A separate capital account (a “Capital Account”) shall be established and maintained for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Member shall be credited with such Member’s Capital Contributions, if any, all Profits allocated to such Member and any items of income or gain which are specially allocated to such Member; and shall be debited with all Losses allocated to such Member, any items of loss or deduction of the Company specially allocated to such Member, and all cash and the carrying value of any property (net of liabilities assumed by such Member and the liabilities to which such property is subject) distributed by the Company to such Member. Any references in any section of this Agreement to the Capital Account of a Member shall be deemed to refer to such Capital Account as the same may be credited or debited from

 

10

time to time as set forth above. In the event of any transfer of any interest in the Company in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

12. Assignments of Membership Interest. No Member may sell, assign, pledge or otherwise transfer or encumber (collectively, “transfer”) all or any part of his interest in the Company, nor shall any Member have the power to substitute a transferee in his place as a substitute Member, without, in either event, having obtained the prior written consent of each other Member, which consent may be given or withheld in such Member’s sole discretion.

13. Resignation. No Member shall have the right to resign from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the Managing Member and the resigning Member. The provisions hereof with respect to distributions upon resignation are exclusive, and no Member shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Act or otherwise. The Managing Member shall not have the right to resign from the Company without the consent of each other Member.

14. Additional Members. The Managing Member shall have the right to admit (a) additional Members upon such terms and conditions, at such time or times, and for such capital contributions as shall be determined by the Managing Member and (b) subject to Sections 12 and 13, a substitute Managing Member; and in connection with any such admissions, the Managing Member shall have the right to amend Schedule A hereof to reflect the name, address and capital contributions of the admitted Member or substitute Managing Member, as the case may be.

15. Distributions; Tax Distributions; Allocations.

(a) Distributions. All distributions shall be made as follows and in the following order of priority:

(i) First, to the Class A Unitholders, pro rata in accordance with the aggregate number of Class A Units held by such Class A Unitholders, until the sum of (i) the cumulative distributions made to each Class A Unitholder pursuant to Section 15(a)(i) are equal to the Class A Unitholder’s aggregate Capital Contribution in respect of their Class A Units;

(ii) Second, thereafter to the Class A Unitholders on a pari passu basis, pro rata in accordance with the aggregate number of Class A Units held by such Class A Unitholders.

For purposes of determining the amount of distributions under this Section 15(a), any holder of a Unit shall be treated as having received by its predecessors. If all or a portion of a Member’s Units are transferred, sold or otherwise disposed of (including pursuant to a redemption by the Company), then subsequent distributions to (A) the transferor Member pursuant to this Agreement shall be determined without regard to the amounts

 

11

previously distributed to such transferor Member in respect of the units so transferred, sold or otherwise disposed and (B) the transferee Member pursuant to this Agreement shall be determined with regard to amounts previously distributed to the transferor Member.

Losses of the Company shall be allocated among Members pro rata in accordance with the amount of their contributions to the Company. Notwithstanding anything to the contrary contained in this Agreement, the Company, and the Managing Member on behalf of the Company, shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.

(b) Tax Distribution. Notwithstanding Section 15(a) hereof, the Managing Member may cause the Company to distribute, on an annual basis on or before April 1 of the following year, or such earlier date(s) as the Managing Member shall from time to time deem necessary or appropriate in order to provide holders of Units (including unvested Units), an amount of Available Cash Flow equal to the difference of (I) the product of (A) the Assumed Tax Rate applicable to Unitholders (or, as determined, in the discretion of the Managing Member, the Assumed Tax Rate applicable in the direct and indirect owners of the Unitholders, assuming all such Unitholders are subject to U.S. federal income tax) and (B) the excess, if any, of (1) the amount of taxable income (as computed for federal income tax purposes) for the current period, over (2) the cumulative excess of taxable loss over taxable income (as computed for federal income tax purposes) allocated to such Unitholders for all prior periods minus (II) all the amounts of distributions made to the Unitholders pursuant to Section 14(a) for such current period.

(i) All distributions made pursuant to this Section 15(b) shall be treated as having been distributed pursuant to the applicable subsections of Section 15(a), and shall reduce future amounts otherwise distributable under such subsections.

(c) Allocations. Except as otherwise provided in this Agreement, Profits, Losses and, to the extent necessary, individual items of income, gain, loss or deduction, of the Company shall be allocated among the Members in a manner that as closely as possible gives economic effect to the provisions of Section 15(a) and the other relevant provisions of this Agreement, as determined in the reasonable discretion of the Managing Member.

16. Return of Capital. No Member has the right to receive, and the Managing Member has absolute discretion to make, any distributions to a Member which include a return of all or any part of such Member’s capital contribution, provided that upon the dissolution and winding up of the Company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

17. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a) December 31, 2026;

 

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(b) the determination of the Managing Member to dissolve the Company;

(c) any time there are no members of the Company unless the Company is continued in accordance with the Act; or

(d) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

18. Indemnification.

(a) Limitation on Liability.

(i) To the fullest extent permitted by applicable law, no Director, Officer, or Member nor any Affiliate of the foregoing, will be liable to the Company or to any Member for any act performed or omission made by such Person in connection with this Agreement or the matters contemplated herein, unless such act or omission resulted from gross negligence, fraud, a willful breach of this Agreement or a willful illegal act.

(ii) To the extent that Director, a Member or any Affiliate thereof (a “Responsible Party”) has, at law or in equity, duties and liabilities relating to the Company, any Member or any other person bound by the terms of this Agreement, such Responsible Party, acting in accordance with this Agreement shall not, to the maximum extent permitted under applicable law, be liable to the Company or to any such Member or other Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they limit the duties and liabilities of a Responsible Party otherwise existing at law or in equity, are agreed by the Members to modify to such extent such duties and liabilities otherwise existing at law or in equity of the Responsible Party to the maximum extent permitted by applicable law.

(iii) To the maximum extent permitted under applicable law, whenever a Responsible Party is permitted or required to make a decision or take an action or omit to do any of the foregoing: (A) in its “sole discretion” or “discretion” or under a similar grant of authority or latitude or without an express standard of behavior (including, without limitation, standards such as “reasonable” or “good faith”), such Responsible Party shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever, or (B) with an express standard of behavior (including, without limitation, standards such as “reasonable” or “good faith”), then the Responsible Party shall comply with such express standard, but, to the maximum extent permitted under applicable, shall not be subject to any other or additional standard imposed by this Agreement or applicable law.

(iv) Each Responsible Party may consult with legal counsel, financial advisors and accountants selected by it and any act or omission suffered or taken by it on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such counsel, financial advisors or

 

13

accountants will be full justification for any such act or omission, and each such Responsible Party will be fully protected in so acting or omitting to act, provided, that such counsel, financial advisors or accountants were selected with reasonable care.

(b) Indemnification of Officers, Directors.

(i) To the greatest extent not inconsistent with the laws of Delaware, the Company shall indemnify any Officer or Director (including for all purposes of this Section 18 an Officer’s or Director’s representative) made a party to any proceeding because of being or having been an Officer or Director as a matter of right, against all liability incurred by such Officer or Director in connection with any proceeding; The Company shall pay for or reimburse the reasonable expenses incurred by an Officer or Director in connection with any such proceeding in advance of final disposition thereof if (A) the Officer of Director furnishes the Company a written affirmation of the Officer’s or Director’s good faith belief that such Officer or Director has not engaged in conduct that would preclude indemnification of such Officer or Director under applicable law, and (B) the Officer or Director furnishes the Company a written undertaking, executed personally or on such Officer’s or Director’s behalf, to repay the advance if it is ultimately determined that such Officer or Director engaged in conduct that precludes indemnification of such Officer or Director under applicable law. The undertaking described in subsection (i)(B) above must be a general obligation of the Officer or Director, subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. The Company shall indemnify an Officer or Director who is wholly successful, on the merits or otherwise, in the defense of any such proceeding, as a matter of right, against reasonable expenses incurred by the Officer or Director in connection with the proceeding. Upon demand by an Officer or Director for indemnification or advancement of expenses, as the case may be, the Company shall expeditiously determine whether the Officer or Director is entitled thereto in accordance with this Section 18(b). The indemnification and advancement of expenses provided for under this Section 18(b) shall be applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Section.

(ii) The Company shall have the power, but not the obligation, to indemnify any individual who is or was employee or agent of the Company, each to the same extent as if such individual were an Officer or Director.

(iii) an Officer or Director who is a party to a proceeding may apply for indemnification from the Company to the court, if any, conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving notice the court considers necessary, may order indemnification if it determines in a proceeding in which the Officer or Director is wholly successful, on the merits or otherwise, the Officer or Director is entitled to indemnification under this Section 18(b), in which case the court shall order the Company to pay the Officer or Director his reasonable expenses incurred to obtain such court ordered indemnification.

(iv) Nothing contained in this Section 18(b) shall limit or preclude the exercise or be deemed exclusive of any right under the law, by contract or

 

14

otherwise, relating to indemnification of or advancement of expenses to any current or past Officer or Director of the Company or in the case of an individual who is or was serving at the Company’s request as a director, officer, partner, manager, trustee, employee, or agent of another foreign or domestic company, partnership, association, limited liability company, corporation, joint venture, trust, employee benefit plan, or another enterprise, whether for profit or not. Nothing contained in this Section shall limit the ability of the Company to otherwise indemnify or advance expenses to any individual. It is the intent of this Section to provide indemnification to Officers and Directors (including any Officer’s or Director’s representative) to the fullest extent now or hereafter permitted by law consistent with the terms or conditions of this Section 18(b). Indemnification shall be provided in accordance with this Section 18(b) irrespective of the nature of the legal or equitable theory upon which a claim is made, including, without limitation, negligence, breach of duty, mismanagement, waste, breach of contract, breach of warranty, strict liability, violations of federal or state securities law, violation of ERISA as amended or violation of any other state or federal law or violation of any law of any other jurisdiction.

(v) For purposes of this Section 18(b):

(A) The term “expenses” includes all direct and indirect costs (including, without limitation, counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or out-of-pocket expenses) actually incurred in connection with the investigation, defense, settlement or appeal of a proceeding or establishing or enforcing a right to indemnification under this Section 18(b), application law or otherwise.

(B) The term “liability” means the obligation to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(C) The term “party” includes any Officer or Director (including an Officer’s or Director’s representative) and an individual who was, is or is threatened to be made, a named defendant or respondent in a proceeding.

(D) The term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

(vi) The term “Company” shall be deemed to include the Company and any Subsidiary of the Company.

(vii) The term “Officer” shall be deemed to include any officer of the Company or any Subsidiary of the Company.

(A) The term “Director” shall be deemed to include any director of the Company or any Subsidiary of the Company.

(viii) The Company may purchase and maintain insurance for its benefit, the benefit of any Officer or Director and an individual who is entitled to indemnification under this Section 18(b), or both, against any liability asserted against or incurred by same in any capacity or arising out of service for or with the Company, whether or not the Company would have the power to indemnify same against such liability.

 

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19. Tax Matters Partner. The Managing Member shall designate one Member as the “Tax Matters Partner” under Code Section 6231(a)(7), with all powers attendant thereto, who shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services and costs associated therewith. Each Member agrees to cooperate with the Managing Member and the Tax Matters Partner and to do or refrain from doing any or all things reasonably required by them to conduct such proceedings. The Managing Member shall be the initial Tax Matters Partner. The Company shall indemnify the Tax Matters Partner for any costs, expenses or liabilities incurred as a result of any actions or failures to take actions in its capacity as Tax Matters Partner.

20. Amendments. This Agreement may be amended only upon the unanimous written consent of the Members.

21. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to its conflict of law rules.

22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of this page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned, have duly executed this Agreement as the date first set forth above.

 

SHERIDAN ASSET HOLDINGS, INC.
By:  

/s/ Jay Martus

  Name:   Jay Martus
  Title:   Senior Vice President
SUNBEAM ASSET HOLDINGS LLC
By:  

/s/ Mitchell Eisenberg

  Name:   Mitchell Eisenberg
  Title:   Chief Executive Officer

[Signature Page to Amended and Restated LLC Agreement of Sunbeam Asset LLC]

SCHEDULE A

 

Name, Address and Facsimile

    Initial Capital
Contribution		      Capital
Contribution		      Number of
Class A Units		  

Managing Members

         

Sheridan Asset Holdings, Inc.

c/o Sheridan Holdings, Inc.

1613 N. Harrison Parkway

Suite 200

Sunrise, FL 33323

Facsimile: (984) 851-1780

Attention: Michael Eisenberg and Jay Martus

    $ 1,000.00       $ 1,000.00         1   

Members

         

Sunbeam Asset Holdings LLC

c/o Hellman & Friedman LLC

One Maritime Plaza, 12th Floor

San Francisco, CA 94111

Facsimile: (415) 788-1076

Attention: Erik Ragatz and Georgia Lee

    $ 1,000.00       $ 1,000.00         1   

TOTAL

    $ 2,000.00       $ 2,000.00         2   
 EX-3.227 118 d805253dex3227.htm EX-3.227 EX-3.227

Exhibit 3.227

ARTICLES OF INCORPORATION

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ALABAMA, INC.

ARTICLE I – NAME

The name of this corporation is Sheridan Children’s Healthcare Services of Alabama, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses directors of this Corporation are:

 

Mitchell Eisenberg    Robert Coward
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

 

 

Lewis Gold

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

  

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

 

Jay A. Martus

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

  

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 2nd day of March, 2011.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Children’s Healthcare Services of Alabama, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Children’s Healthcare Services of Alabama, Inc.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 2nd day of March, 2011.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ALABAMA, INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 607, Florida Statutes, effective March 4, 2011 under the name of SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ALABAMA, INC. and assigned Document No. P11000021927 (the “Corporation”).

1. Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of the Corporation are as follows:

RESOLVED, that Article I of the Articles of Incorporation of Sheridan Children’s Healthcare Services of Alabama, Inc. is hereby authorized to be amended in its entirety to read as follows:

ARTICLE I – NAME

The name of the corporation shall be Tennessee Valley Neonatology, Inc. (the “Corporation”).

2. The Articles of Amendment to the Articles of Incorporation were adopted by all of the directors and the sole shareholder of the Corporation as of July 14, 2011 in the manner prescribed by Section 607.1003, Florida Statutes.

3. The foregoing Articles of Amendment to the Articles of Incorporation of the Corporation shall be effective upon filing by the Florida Secretary of State.

 

    CORPORATION:
    SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ALABAMA, INC.
Date: July 14, 2011     By:  

/s/ Jillian Marcus

      Jillian Marcus, Vice President

CERTIFICATE OF SECRETARY

JAY A. MARTUS, Secretary of SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ALABAMA, INC. certifies as follows:

 

  1. the foregoing Articles of Amendment to the Articles of Incorporation of SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ALABAMA, INC. were adopted pursuant to a unanimous consent of the sole shareholder and all of the directors, dated as of July 14, 2011; and

 

  2. I have executed the foregoing Articles of Amendment to the Articles of Incorporation on behalf of the sole shareholder and all of the directors.

 

/s/ Jay A. Martus

Jay A. Martus, Secretary
 EX-3.228 119 d805253dex3228.htm EX-3.228 EX-3.228

Exhibit 3.228

BY-LAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ALABAMA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors needs not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice of waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

8

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

9

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in

 

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good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article 1, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a

 

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Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article, provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

 

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partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Children’s Healthcare Services of Alabama, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of March 4, 2011.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.229 120 d805253dex3229.htm EX-3.229 EX-3.229

Exhibit 3.229

ARTICLES OF INCORPORATION

OF

TIVA HEALTHCARE, INC.

ARTICLE I – NAME

The name of this corporation is TIVA HEALTHCARE, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and address of the initial directors of this Corporation are:

Mitchell Eisenberg

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

Robert Coward

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

Lewis Gold

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 30th day of October, 2002.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That TIVA HEALTHCARE, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Tiva Healthcare, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 30th day of October, 2002.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.230 121 d805253dex3230.htm EX-3.230 EX-3.230

Exhibit 3.230

BY-LAWS

OF

TIVA HEALTHCARE, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officer and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons at act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removed from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A directed elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and acting management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them current in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in

 

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good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

12

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statement, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholder or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

13

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to

 

14

indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of the person to be indemnified; or, (b) the

 

15

obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of

 

16

it, its independent legal counsel and its subsidiaries) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the

 

17

request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section I of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

18

I HEREBY CERTIFY that the foregoing Bylaws of TIVA HEALTHCARE, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of October 30, 2002.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

19

Amendment to Bylaws

Effective July 17, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.231 122 d805253dex3231.htm EX-3.231 EX-3.231

Exhibit 3.231

CERTIFICATE OF INCORPORATION

OF

SUNBEAM INTERMEDIATE HOLDINGS, INC.

The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that:

FIRST. The name of the corporation is Sunbeam Intermediate Holdings, Inc.

SECOND. The address of the corporation’s registered office in the State of Delaware is Corporate Trust Center, 1209 Orange Street, Wilmington, Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0.01 per share.

FIFTH. The name and mailing address of the incorporator is Paul Watkins c/o Simpson Thacher & Bartlett LLP, 2550 Hanover Street, Palo Alto, California 94304.

SIXTH. The board of directors of the corporation, acting by the vote of any member or members of the board of directors representing a majority of the votes entitled to be cast at a meeting of the board of directors, is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

SEVENTH. Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE SEVENTH shall not adversely affect any right or protection of a director existing at the time of such repeal or modification.

EIGHTH.

A. The corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she, his or her testator or intestate is or was a director, officer or employee of the corporation or any subsidiary of the corporation or any predecessor of the corporation or serves or served at any other enterprise as a director, officer or employee of the request of the corporation or any predecessor to the corporation.

B. Neither any amendment nor repeal of this ARTICLE EIGHTH, nor the adoption of any provision of this corporation’s Certificate of Incorporation inconsistent with this ARTICLE EIGHTH, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE EIGHTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on May 4, 2007.

 

/s/ Paul Watkins

Paul Watkins
c/o Simpson Thacher & Bartlett LLP
Sole Incorporator
 EX-3.232 123 d805253dex3232.htm EX-3.232 EX-3.232

Exhibit 3.232

SUNBEAM INTERMEDIATE HOLDINGS, INC.

BYLAWS

ARTICLE I

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting and Notice. Meetings of the stockholders of Sunbeam Intermediate Holdings, Inc. (the “Corporation”) shall be held at such place either within or outside the State of Delaware as the board of directors (the “Board of Directors”) may determine and as stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the President or any Vice President for any purpose and shall be called by the President or Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 30% of the capital stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting.

Section 3. Notice. Except as otherwise provided by law, at least ten (10) and not more than sixty (60) days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5. Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record of a majority of the Corporation’s issued and outstanding capital stock present in person or by proxy.

Section 6. Action by Written Consent. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing 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 take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

Section 1. Number, Election and Removal of Directors. The number of directors (the “Directors”) that shall constitute the Board of Directors shall be not less than one (1) or more than ten (10). The first Board of Directors shall consist of two (2) Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the President and shall be called by the President or Secretary if directed by at least one (1) Director. Electronic or written notice of each special meeting of the Board of Directors shall be sent to each Director not less than two (2) days before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular meetings of the Board of Directors.

Section 3. Quorum. One-half of the total number of Directors, but no fewer than (one (1) Director, shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the certificate of incorporation (the “Certificate of Incorporation”) of the Corporation, these Bylaws or any contract or agreement to which the Corporation is a party, 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.

Section 4. Duties and Powers. The business 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 as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 5. Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Compensation. The Corporation shall reimburse the reasonable expenses incurred by members of the Board of Directors in connection with attendance at meetings of the Board of Directors and of any committee on which such member serves; provided, that the foregoing shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV

INDEMNIFICATION

Section 1. Third Party Claims. Under the circumstances prescribed in Sections 3 and 4 of this Article IV, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals (other than an action by or in the right of the corporation) by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or, while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amount paid in settlement actually and reasonably incurred by him in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, bad no reasonable cause to believe his conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Corporate Claims. Under the circumstances prescribed in Sections 3 and 4, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action or suit by or in the right of the Corporation to procure a Judgment in its favor by reason of the fact he is or was a Director, officer, employee or agent of the Corporation, or, while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3. Indemnification of Expenses Where Successful. To the extent that a present or former Director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense or any action, suit or proceeding referred to in Sections 1 and 2 of this Article IV, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, notwithstanding that he has not been successful on any other claim, issue or matter in any such action, suit or proceeding.

Section 4. Authorization of Indemnification. Except as provided in Section 3 of this Article IV and except as may be ordered by a court, any indemnification under Sections 1 and 2 of this Article IV shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article IV. Such a determination shall be made (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 5. Advancement of Expenses. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article IV.

Section 6. Nonexclusive Method of Indemnification. The indemnification provided by this Article IV shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled under the Certificate of Incorporation, any statute, rule of law, agreement, bylaw, vote of stockholders or otherwise, both as to action by a Director, officer, employee or agent in his official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who 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, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article IV.

ARTICLE V

GENERAL PROVISIONS

Section 1. Notices. Whenever any statute, the Certificate of Incorporation or these Bylaws require notice to be given to any Director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice to Directors may also be given electronically.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

ARTICLE VI

AMENDMENTS

Section 1. These Bylaws may be altered, amended or repealed, in whole or in part, or new bylaws may be adopted by the vote of any member or members of the Board of Directors representing a majority of the votes entitled to be cast at a meeting of the entire Board of Directors.

Section 2. Entire Board of Directors. As used in this Article VI and in these Bylaws generally, the term “entire Board of Directors” means the total number of the directors which the Corporation would have if there were no vacancies.

EX-3.233 124 d805253dex3233.htm EX-3.233 EX-3.233

Exhibit 3.233

CERTIFICATE OF INCORPORATION

OF

SUNBEAM PRIMARY HOLDINGS, INC.

The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that:

FIRST. The name of the corporation is Sunbeam Primary Holdings, Inc.

SECOND. The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0.01 per share.

FIFTH. The name and mailing address of the incorporator is Paul Watkins c/o Simpson Thacher & Bartlett LLP, 2550 Hanover Street, Palo Alto, California 94304.

SIXTH. The board of directors of the corporation, acting by the vote of any member or members of the board of directors representing a majority of the votes entitled to be cast at a meeting of the board of directors, is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

SEVENTH. Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repea1 or modification of this ARTICLE SEVENTH shall not adversely affect any right or protection of a director existing at the time of such repeal or modification.

EIGHTH.

A. The corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she, his or her testator or intestate is or was a director, officer or employee of the corporation or any subsidiary of the corporation or any predecessor of the corporation or serves or served at any other enterprise as a director, officer or employee at the request of the corporation or any predecessor to the corporation.

B. Neither any amendment nor repeal of this ARTICLE EIGHTH, nor the adoption of any provision of this corporation’s Certificate of Incorporation inconsistent with this ARTICLE EIGHTH, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE EIGHTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on June 6, 2007.

 

/s/ Paul Watkins

Paul Watkins
c/o Simpson Thacher & Bartlett LLP
Sole Incorporator

[Signature Page to Certificate of Incorporation of Sunbeam Primary Holdings, Inc.)

CERTIFICATE OF MERGER

MERGING

H&F SATURN BLOCKER CORP.

(a Delaware corporation)

WITH AND INTO

SUNBEAM PRIMARY HOLDINGS, INC.

(a Delaware corporation)

(Pursuant to Section 251 of the

General Corporation Law of the State of Delaware (the “DGCL”))

Sunbeam Primary Holdings, Inc., a Delaware corporation (the “Company”), does hereby certify to the following facts relating to the merger (the “Merger”) of H&F Saturn Blocker Corp., a Delaware corporation, with and into the Company, with the Company remaining as the surviving corporation (the “Surviving Company”):

FIRST: The name and jurisdiction of formation or organization of each of the constituent entities to the Merger (the “Constituent Parties”) are:

 

Name

   

Jurisdiction

  

Sunbeam Primary Holdings, Inc.

      Delaware   

H&F Saturn Blocker Corp.

      Delaware   

SECOND: An Agreement and Plan of Merger (the “Merger Agreement”) has been approved, adopted and executed by the Constituent Entities in accordance with Section 251 of the DGCL.

THIRD: The name of the Surviving Company of the Merger is Sunbeam Primary Holdings, Inc.

FOURTH: This Certificate of Merger shall become effective at 11:55 p.m., Eastern Standard Time, on December 31, 2010 (the “Effective Time”).

FIFTH: The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall continue in full force and effect as the certificate of incorporation of the Surviving Company.

SIXTH: The executed Merger Agreement is on file at a place of business of the Surviving Company. The address of such place of business of the Surviving Company is 1613 N. Harrison Parkway, Sunrise, Florida 33323.

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Company, on request and without cost, to any shareholder of any Constituent Entity.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be executed this 30th day of December, 2010.

 

SUNBEAM PRIMARY HOLDINGS, INC.
By:  

/s/ Robert Coward

Name:   Robert Coward
Title:   President
 EX-3.234 125 d805253dex3234.htm EX-3.234 EX-3.234

Exhibit 3.234

SUNBEAM PRIMARY HOLDINGS, INC.

BYLAWS

ARTICLE I

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting and Notice. Meetings of the stockholders of Sunbeam Primary Holdings, Inc. (the “Corporation”) shall be held at such place either within or outside the State of Delaware as the board of directors (the “Board of Directors”) may determine and as stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the President or any Vice President for any purpose and shall be called by the President or Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 30% of the capital stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting.

Section 3. Notice. Except as otherwise provided by law, at least ten (10) and not more than sixty (60) days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given to each stockholder.

Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5. Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record of a majority of the Corporation’s issued and outstanding capital stock present in person or by proxy.

Section 6. Action by Written Consent. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing shall be signed by the holders of outstanding stock having not less than Ute minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

Section 1. Number, Election and Removal of Directors. The number of directors (the “Directors”) that shall constitute the Board of Directors shall be not less than one (1) or more than ten (10). The first Board of Directors shall consist of two (2) Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed. with or without cause by the stockholders.

Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the President and shall be called by the President or Secretary if directed by at least’ one (1) Director. Electronic or written notice of each special meeting of the Board of Directors shall be sent to each Director not less than two (2) days before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular meetings of the Board of Directors.

Section 3. Quorum. One-half of the total number of Directors, but no fewer than one (1) Director, shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the certificate of incorporation (the “Certificate of Incorporation”) of the Corporation, these Bylaws or any con act or agreement to which the Corporation is a party, 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.

Section 4. Duties and Powers. The business 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 as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 5. Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Compensation. The Corporation shall reimburse the reasonable expenses incurred by members of the Board of Directors in connection with attendance at meetings of the Board of Directors and of any committee on which such member serves; provided, that the foregoing shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV

INDEMNIFICATION

Section 1. Third Party Claims. Under the circumstances prescribed in Sections 3 and 4 of this Article IV, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals (other than an action by or in the right of the corporation) by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or, while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amount paid in settlement actually arid reasonably incurred by him in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Corporate Claims. Under the circumstances prescribed in Sections 3 and 4, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact he is or was a Director, officer, employee or agent of the Corporation, or while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3. Indemnification of Expenses Where Successful. To the-extent that a present or former Director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense or any action, suit or proceeding referred to in Sections 1 and 2 of this Article IV, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, notwithstanding that he has not been successful on any other claim, issue or matter in any such action, suit or proceeding.

Section 4. Authorization of Indemnification. Except as provided in Section 3 of this Article IV and except as may be ordered by a court, any indemnification under Sections 1 and 2 of this Article IV shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article IV. Such a determination shall be made (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even. though less than a quorum, or (3) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 5. Advancement of Expenses. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article IV.

Section 6. Nonexclusive Method of Indemnification. The indemnification provided by this Article IV shall not be deemed exclusive of any other rights, in respect of indemnification or

otherwise, to which those seeking indemnification may be entitled under the Certificate of Incorporation, any statute, rule of law, agreement, bylaw, vote of stockholders or otherwise, both as to action by a Director, officer, employee or agent in his official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who 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, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under due provisions of this Article IV.

ARTICLE V

GENERAL PROVISIONS

Section 1. Notices. Whenever any statute, the Certificate of Incorporation or these Bylaws require notice to be given to any director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice to Directors may also be given electronically.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

ARTICLE VI

AMENDMENTS

Section 1. These Bylaws may be altered, amended or repealed, in whole or in part, or new bylaws may be adopted by the vote of any member or members of the Board of Directors representing a majority of the votes entitled to be cast at a meeting the entire Board of Directors.

Section 2. Entire Board of Directors. As .used in this Article VI and in these Bylaws generally, the term “entire Board of Directors” means the total number of the directors which the Corporation would have if there were no vacancies.

EX-3.235 126 d805253dex3235.htm EX-3.235 EX-3.235

Exhibit 3.235

Articles of Incorporation of a Professional Corporation

To form a professional corporation in California, you can fill out this form or prepare your own document, and submit for filing along with:

 

•   A $100 filing fee.

 

•   A separate, non-refundable $15 service fee also must be included, if you drop off the completed form or document.

Important! Corporations in California may have to pay a minimum $800 yearly tax to the California Franchise Tax Board. For more information, go to https://www.ftb.ca.gov.

Note: Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs.

For questions about this form, go to www.sos.ca.gov/business/be/filing-tips.htm.

Corporate Name (List the proposed corporate name. Contact the California state board or agency that controls your profession to find out if your profession is authorized to be a corporation in California and if there are any specific corporate name style rules. Go to www.sos.ca.gov/businessbe/name-availability.htm for general corporate name requirements and restrictions.)

1. The name of the corporation is Anesthesia and Pain Management Services of California, Inc.

Corporate Purpose (List the authorized profession.)

2. The purpose of the corporation is to engage in the profession of medicine and any other lawful activities (other than the banking or trust company business) not prohibited to a corporation engaging in such profession by applicable laws and regulations. This corporation is a professional corporation within the meaning of California Corporations Code section 13400 et seq.

Service of Process (List a California resident or an active 1505 corporation in California that agrees to be your initial agent to accept service of process in case your corporation is sued. You may list any adult who lives in California. You may not list your own corporation as the agent. Do not list an address if the agent is a 1505 corporation as the address for service of process is already on file.)

3. a. National Registered Agents, Inc.

Corporate Addresses

4. a. 777 South Figueroa Street; 34th Floor, Los Angeles, CA 90017

Shares (List the number of shares the corporation is authorized to issue. Note: Before shares of stock are sold or issued, the corporation must comply with the Corporate Securities Law of 1968 administered by the California Department of Corporations. For more information, go to www.corp.ca.gov or call the California Department of Corporations at (213) 576-7500.)

5. This corporation is authorized to issue only one class of shares of stock.

The total number of shares which this corporation is authorized to issue is 100

This form must be signed by each incorporator. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8  1⁄2” x 11”). All attachments are made part of these articles of incorporation.

 

/s/ Teresa L. McNally

    

Teresa L. McNally

Incorporator – sign here     Print your name here

 

Make check/money order payable to: Secretary of State

Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee.

   

By Mail

Secretary of State Business Entities. P.O. Box 944260 Sacramento, CA 94244-2600

   

Drop Off

Secretary of State 1500 11th Street, 3rd Floor Sacramento, CA 95814

 EX-3.236 127 d805253dex3236.htm EX-3.236 EX-3.236

Exhibit 3.236

BY-LAWS

OF

ANESTHESIA AND PAIN MANAGEMENT SERVICES OF CALIFORNIA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of Anesthesia and Pain Management Services of California, Inc. (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors within or without the State of California.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of Directors or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board of Directors, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors within or without the State of California.

 

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Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting my vote in person or by proxy executed in writing and signed by the

 

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shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the California General Corporation Law (“GCL”).

 

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Section 10 Qualification of Shareholders. Any shareholder of the Corporation must be a “licensed person” as that term is defined in Section 13401(d) of the Moscone-Knox Professional Corporation Act.

ARTICLE II

BOARD OF DIRECTORS

Section 1 Function. The business and affairs of the corporation shall be managed and all corporate power shall be exercised, by or under the direction of the board of directors. Each director shall be and continuously remain a shareholder and a licensed person as defined by Cal. Corp. Code section 13401(d). If a director ceases to be an eligible shareholder or becomes a disqualified person as defined by Cal. Corp. Code section 13401(e), he or she shall immediately cease to be a director on the effective date of disqualification and his or her office as director shall become vacant without the necessity of corporate action.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

 

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Section 4 Number. The Corporation shall have one (1) director but not more than three (3). The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by a sole remaining director. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

 

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Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting within or without the State of California.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the

 

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meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board of Directors) may participate in a meeting of the Board of Directors (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board of Directors), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board of Directors) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of

 

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the Board of Directors. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise. Such written consent or consents shall be filed with the minutes of the Corporation.

ARTICLE III

OFFICERS

Section 1 Officers. The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer. The President and Treasurer must be “licensed persons” as defined by Cal. Corp. Code section 1340l(d) and, in the event the Corporation only bas one shareholder, such shareholder must serve as the President and Treasurer. No other officer is required to be a “licensed person”. Each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of a corporation.

 

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Any Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Any Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records including the corporate seal but except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Contracts. No contract or other transaction between the Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.

Section 4 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 5 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the

 

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notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

Any officer who becomes a disqualified person as defined by Cal. Corp. Code section 13401(e) shall cease to be an officer on the effective date of disqualification. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 6 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 7 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Certificates for Shares. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. Each certificate issued shall be signed by the President and the Treasurer.

 

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Section 2 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of California, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 3 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 4 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board of Directors reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, so long as: (i) the amount of retained earnings of the Corporation immediately prior to the distribution equals or exceeds the sum of (A) the amount of the proposed distribution plus (B) the preferential dividends arrears amount; or, (ii) immediately after the distribution, the value of the Corporation’s assets would equal or exceed the sum of the total liabilities plus the preferential rights amount.

 

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ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the California Secretary of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

 

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Section 2 Shareholders’ Inspection Rights. A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of the Corporation shall have the right to inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the Corporation. The record copy of shareholders shall also be open to inspection and copying by any shareholder during normal business hours upon written demand on the Corporation, for a purpose reasonably related to such holder’s interest as shareholder.

The accounting books and records and minutes of proceedings of the shareholders and board and committees of the board of directors shall be open to inspection upon the written demand on the Corporation of any shareholder at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interest as a shareholder.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

 

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Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the Corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding

 

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(collectively, a “Proceeding”), against all liability (which for .purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in

 

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this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the. obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative

 

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decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the GCL or any other applicable laws shall not in any way diminish the rights to

 

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indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the GCL.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE VIII

SHAREHOLDER RESTRICTIONS

Section 1 Shareholder Restrictions. Shares of this Corporation may be owned only by:

(a) Licensed persons as defined by Cal. Corp. Code section 13401(d); and

(b) A medical corporation with a single shareholder who is a licensed person as defined by Cal. Corp. Code section 13401(d).

 

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Section 2 Restrictions on Transfer to Non-licensed Persons. Shares of this Corporation may be transferred only to licensed persons as defined by Cal. Corp. Code section 13401(d) or a medical corporation with a single shareholder who is a licensed person.

Section 3 Restrictions on Transfer Following Death or Disqualification. The shares of this Corporation owned by a person who dies, ceases to be an eligible shareholder, or becomes a disqualified person as defined by Cal. Corp. Code section 13401(e) for a period exceeding 90 days, shall be sold or transferred to the Corporation or its shareholders on such terms as are agreed on by the Corporation and its shareholders in a written agreement. The sale or transfer shall occur not later than six months after the death of a shareholder and not later than 90 days after the date on which a shareholder ceases to be an eligible shareholder or becomes a disqualified person.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Bylaws of Anesthesia and Pain Management Services of California, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of October 3, 2013.

 

By:  

/s/ Gilbert Drozdow

Name:   Gilbert Drozdow, Corporate Secretary

 

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EX-3.237 128 d805253dex3237.htm EX-3.237 EX-3.237

Exhibit 3.237

ARTICLES OF INCORPORATION

OF

ANESTHESIOLOGY OF JUPITER, P.A.

The undersigned, for the purpose of forming a corporation under the Florida Professional Service Corporation Act, hereby adopt the following articles of incorporation:

ARTICLE ONE

The name of this corporation is ANESTHESIOLOGY OF JUPITER, P.A.

ARTICLE TWO

The corporation is to have perpetual existence.

ARTICLE THREE

The corporation is organized to engage in the practice of medicine. In addition, the corporation may transact any and all lawful business for which corporations may be incorporated under the Florida Professional Service Corporation Act.

ARTICLE FOUR

4.01 The aggregate number of shares which the corporation shall have the authority to issue is 1000, all of which shall be common shares with a par value of $1.00 per share.

4.02 The minimum amount of paid-in capital with which the corporation shall begin business shall be not less than Five Hundred Dollars ($500.00).

ARTICLE FIVE

5.01 The street address of the initial corporate office of the corporation is 1155 U.S. Highway One, Suite 302, Juno Beach, Florida 33408.

5.02 The name and address of the initial Resident Agent for this corporation to accept service of process within the State of Florida is Mark J. Nowicki, 1155 U.S. Highway One, Suite 302, Juno Beach, Florida 33408.

ARTICLE SIX

6.01 The name and address of the incorporator of this corporation is Mark J. Nowicki, 1155 U.S. Highway One, Suite 302, Juno Beach, Florida 33408.

6.02 Said incorporator is over the age of eighteen (18) years; is sui juris, and is a citizen of the United States.

ARTICLE SEVEN

7.01 Three directors shall constitute the initial Board of Directors of the corporation, but the Bylaws may provide for such increase or decrease in number thereof as is authorized by law.

7.02 The name(s) and address(es) of the member(s) of the first Board of Directors are:

 

Name

   

Address

Karen L. Tenne, M.D.   

1155 U.S. Highway One, #302

Juno Beach, FL 33408

Jay Kucera, M.D.   

1155 U.S. Highway One, #302

Juno Beach, FL 33408

Lawrence P. Deziel, M.D.   

1155 U.S. Highway One, #302

Juno Beach, FL 33408

ARTICLE EIGHT

Nothing in these articles of incorporation shall be taken to limit the power of this corporation.

IN WITNESS WHEREOF, the undersigned has made and subscribed these articles of incorporation this 6th of December, 1989.

 

By:  

/s/ Mark J. Nowicki

  Incorporator

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

 

 

Anesthesiology of Jupiter, P.A.

(present name)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida profit corporation adopts the following articles of amendment to its articles of incorporation:

FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or deleted)

ARTICLE THREE:

The corporation is organized to engage in the practice of Medicine and Osteopathy. In addition, the corporation may transact any and all lawful business for which corporations may be incorporated under the Florida Professional Service Corporation Act.

SECOND: If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, are as follows:

THIRD: The date of each amendment’s adoption: 1-23-98.

FOURTH: Adoption of Amendment(s) (CHECK ONE)

 

  x The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) was/were sufficient for approval.

 

  ¨ The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

 

  “The number of votes cast for the amendment(s) was/were sufficient for approval by   
 

 

   .”   
  voting group     

 

  ¨ The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

 

  ¨ The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Signed this 23 day of January, 1998.

 

Signature   

/s/ Lawrence P. Deziel

   (By the Chairman or Vice Chairman of the Board of Directors, President or other officer if adopted by the shareholders)

OR

(By a director if adopted by the directors)

OR

(By an incorporator if adopted by the incorporators)

 

 

Lawrence P. Deziel

  
  Typed or printed name  
 

President

  
  Title  
EX-3.238 129 d805253dex3238.htm EX-3.238 EX-3.238

Exhibit 3.238

AMENDED AND RESTATED BY-LAWS

OF

ANESTHESIOLOGY OF JUPITER, P.A.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the professional association (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders shall be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at such action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

 

2

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

3

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

 

4

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

 

5

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written

 

6

communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or

 

7

the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby indemnify, to the full extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

8

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the

 

9

commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

 

10

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Amended and Restated Bylaws of ANESTHESIOLOGY OF JUPITER, P.A. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to corporate action effective as of November     , 2007.

 

By:  

/s/ Gilbert Drozdow

  Gilbert Drozdow, Secretary

 

11

EX-3.239 130 d805253dex3239.htm EX-3.239 EX-3.239

Exhibit 3.239

ARTICLE OF INCORPORATION

OF

RUBEN B. TIMMONS, M.D., P.A.

THE UNDERSIGNED, all of whom desire to form a professional service corporation in accordance with Chapters 621 and 607 of the Florida Statutes, hereby adopts the following Articles of Incorporation:

ARTICLE I – NAME

The name of the Corporation shall be RUBEN B. TIMMONS, M.D., P.A.

ARTICLE II – PURPOSES & LIMITATIONS

The purpose for which the Corporation is organized is to practice the profession of medicine. Additional purposes for which the Corporation is organized are to engage in any and all other activities for which a professional service corporation may be organized in Florida, subject always to limitations of Florida law. The Corporation and the shareholders are not authorized to engage in any activity or take any action expressly forbidden by Florida law.

ARTICLE III – DURATION

The term of existence of the Corporation is perpetual.

ARTICLE IV – CAPITAL STOCK

The number of shares of capital stock that the Corporation is authorized to issue is 10,000 shares, all of which shall be voting common shares with par value of $0.10 per share.

The Corporation is not authorized to issue any of said stock to anyone other than an individual who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the Corporation is incorporated, nor shall any of said stock be alienated by any shareholder of the Corporation to any person who is not duly licensed or otherwise legally authorized to render the same professional services as those for which the Corporation is incorporated.

ARTICLE V – REGISTERED OFFICE AND AGENT

The address of the initial registered office, the mailing address, and the principal office of the Corporation in this state is 3 West Garden Street, Suite 344, Pensacola, Florida 32501. The initial registered agent at said registered office is Daniel R. Lozier.

ARTICLE VI – INCORPORATORS

The name and address of the incorporator is:

 

NAME

   

ADDRESS

Daniel R. Lozier   

3 West Garden Street

Pensacola, Fl 32501

ARTICLE VII – BOARD OF DIRECTORS

The initial Board of Directors shall consist of one (1) member. The name and address of the first Board of Directors is:

 

NAME

   

ADDRESS

Ruben B. Timmons, M.D.   

Post Office Box 3328

Pensacola, Fl 32503

ARTICLE VIII – AMENDMENT

These Articles of Incorporation may be amended in the manner provided by Florida law.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 2nd day of June, 1992.

 

/s/ Daniel R. Lozier

DANIEL R. LOZIER
Incorporator

STATE OF FLORIDA

COUNTY OF ESCAMBIA

The foregoing instrument was acknowledged before me this 2nd day of June, 1992, by DANIEL R. LOZIER, who is personally known to me or who has produced a driver’s license as identification and who has taken an oath.

 

/s/ Dawn M. Borgia

Dawn M. Borgia, NOTARY PUBLIC
Commission No.  

CC141466

My Commission Expires:  

9/5/95

ACCEPTANCE OF DESIGNATION AS RESIDENT AGENT

I, the undersigned, being the person named as the Registered Agent of RUBEN B. TIMMONS, M.D., P.A., a Florida professional service corporation, hereby certify that I am familiar with the obligations provided for in Florida Statutes § 607.325 and hereby accept the appointment of Registered Agent and hereby accept said obligations.

 

DATED: June 2, 1992    

/s/ Daniel R. Lozier

    DANIEL R. LOZIER

STATE OF FLORIDA

ARTICLES OF AMENDMENT TO

ARTICLES OF INCORPORATION OF

RUBEN B. TIMMONS, M.D., P.A.

The undersigned, for the purpose of amending the Articles of Incorporation of Ruben B. Timmons, M.D., P.A., a Florida corporation filed on June 5, 1992, and assigned charter number V41951, hereby adopts the following Articles of Amendment to Articles of Incorporation.

A. ARTICLE I – NAME is deleted in its entirety and replaced with the following:

ARTICLE I – NAME

The name of this corporation is COMPREHENSIVE PAIN RELIEF MANAGEMENT, P.A.

B. The aforesaid amendment was adopted by the incorporators without Shareholder action and Shareholder action was not required to adopt such amendment.

IN WITNESS WHEREOF, I subscribe my name this 23rd day of June, 1992.

 

/s/ Daniel R. Lozier

Daniel R. Lozier
Incorporator

STATE OF FLORIDA

COUNTY OF ESCAMBIA

The foregoing instrument was acknowledged before me this 23rd day of June, 1992, by DANIEL R. LOZIER, who is personally known to me or who has produced a driver’s license as identification and who did not take an oath.

 

/s/ Dawn M. Borgia

Dawn M. Borgia, NOTARY PUBLIC
Commission No. CC141466
My Commission Expires: 9/5/95

ARTICLES OF AMENDMENT TO

ARTICLES OF INCORPORATION

COMPREHENSIVE PAIN RELIEF MANAGEMENT, P.A

The undersigned, for the purpose of amending the Articles of Incorporation of COMPREHENSIVE PAIN RELIEF MANAGEMENT, P.A., a Florida corporation, filed on June 5, 1992, and assigned charter number V41951, hereby adopts the following Articles of Amendment to Articles of Incorporation.

A. ARTICLE I – NAME is deleted in its entirety and replaced with the following:

ARTICLE I – NAME

The name of this corporation is Comprehensive Pain Relief Medicine, P.A.

B. The aforesaid amendment was adopted and approved by all of the Shareholders and all of the Directors by written consent in lieu of meeting on the 18th day of August, 1993.

IN WITNESS WHEREOF, I subscribe my name this 18th day of August, 1993.

 

Attest:  

/s/ Ruben B. Timmons

    

/s/ Ruben B. Timmons

  Secretary     Ruben B. Timmons, President

STATE OF FLORIDA

COUNTY OF ESCAMBIA

The foregoing instrument was acknowledged before me this 18th day of August, 1993, by Ruben B. Timmons, as President of the corporation, who is personally known to me or who has produced a driver’s license as identification and has not taken an oath.

 

/s/ Teresa J. Inman

 

  

,

   NOTARY PUBLIC
Commission No.  

 

My Commission Expires:  

 

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF

COMPREHENSIVE PAIN MEDICINE, P.A.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 621, Florida Statutes, under the name RUBEN B. TIMMONS, M.D., P.A. filed with the Secretary of State on June 5, 1992; and its name was subsequently changed to COMPREHENSIVE PAIN RELIEF MANAGEMENT, P.A. by Articles of Amendment filed on June 25, 1992; and its name was subsequently changed to COMPREHENSIVE PAIN MEDICINE, P.A. by Articles of Amendment filed on January 14, 1994.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of COMPREHENSIVE PAIN MEDICINE, P.A. (the “Corporation”) are as follows:

1. The name of the Corporation is COMPREHENSIVE PAIN MEDICINE, P.A.

2. The Articles of Amendment to the Articles of Incorporation were adopted by all the directors and all of the shareholders of the Corporation on January 26, 1998, in the manner prescribed by Section 607.1003, Florida Statutes, as follows:

RESOLVED, that Articles I and II of the Articles of Incorporation of COMPREHENSIVE PAIN MEDICINE, P.A. are hereby authorized to be amended in their entirety to read as follows, effective January 26, 1998:

ARTICLE I

NAME

The name of the corporation shall be COMPREHENSIVE PAIN MEDICINE, INC.

ARTICLE II

PURPOSE

The corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

3. The foregoing Articles of Amendment to the Articles of Incorporation of COMPREHENSIVE PAIN MEDICINE, P.A. shall be effective as of January 26, 1998.

DATED this the 26th day of January, 1998.

 

/s/ Ruben B. Timmons, MD, President

RUBEN B. TIMMONS, President

[Corporate Seal]

 

Attest:  

/s/ Ruben B. Timmons

  RUBEN B. TIMMONS, Secretary

STATE OF FLORIDA

COUNTY OF ESCAMBIA

I hereby certify that on this date the foregoing document was acknowledged before me by RUBEN B. TIMMONS, President of COMPREHENSIVE PAIN MEDICINE, P.A., (the “Corporation), who is personally known to me or who has produced XXX as identification. He executed the foregoing Articles of Amendment to the Articles of Incorporation of the Corporation in his capacity as President on behalf of all of the shareholders and directors of the Corporation, pursuant to a unanimous consent of the shareholders and directors of the Corporation, dated January 26, 1998, adopting the foregoing Articles of Amendment to the Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at this 26th day of January, 1998.

 

/s/ Daniel R. Logan

Notary Public
My Commission Number:  

 

My Commission Expires:  

 

 

2

CERTIFICATE OF OFFICER

I, RUBEN B. TIMMONS, President of COMPREHENSIVE PAIN MEDICINE, P.A, certify as follows:

 

  1. The foregoing Articles of Amendment to the Articles of Incorporation of COMPREHENSIVE PAIN MEDICINE, P.A. were adopted pursuant to a unanimous consent of the shareholders and directors dated January 26, 1998; and

 

  2. I executed the foregoing Articles of Amendment to the Articles of Incorporation on behalf of the shareholders and directors.

 

/s/ Ruben B. Timmons, President

RUBEN B. TIMMONS, President

 

3

EX-3.240 131 d805253dex3240.htm EX-3.240 EX-3.240

Exhibit 3.240

BY-LAWS

OF

COMPREHENSIVE PAIN RELIEF MANAGEMENT, P.A.

Article I – Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting of shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of shareholders. Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 2. Special Meetings. Special meetings of the shareholders shall be held when directed by the President, the Board of Directors, or when requested in writing, by the holders of not less than ten percent of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

Section 3. Place. Meetings of shareholders may be held within or without the state of Florida.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at such meeting not less than ten nor more than sixty days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section. 6. Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or 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

 

1

stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice 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.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7. Voting Record. The officers or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation or at the office of the transfer agent or registrar of the corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 8. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 9. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

 

2

Treasury shares, shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of stock of this corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote. There shall be no cumulative voting rights.

Shares outstanding in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the by-laws of the corporate shareholder; or in the absence of any applicable by-law, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the by-laws or other instrument of the corporate shareholders. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian, custodian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 10. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholders’ duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

 

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If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy, but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

Section 11. Voting Trusts. Any number of shareholders of this corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, as provided by law. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 12. Shareholders’ Agreements. Two or more shareholders of this corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law. Nothing therein shall impair the right of this corporation to treat the shareholders of record as entitled to vote the shares standing in their names.

Section 13. Action by Shareholders Without a Meeting. Any action required by law, these by-laws, or the articles of incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, 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 take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters’ rights are provided under Florida law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of Florida law regarding the rights of dissenting shareholders.

 

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Article II – Directors

Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, the Board of Directors.

Section 2. Qualification. Directors need not be residents of this state or shareholders of this corporation.

Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of directors.

Section 4. Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented,

(b) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or

(c) a committee of the board upon which he does not serve, duly designated in accordance with a provision of the articles of incorporation or the by-laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

Section 5. Presumption of Assent. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 6. Number. This corporation shall have initially the number of directors indicated in the Articles of Incorporation. It shall at all times have at least the minimum number of directors required by law, but not more than the maximum number allowed by law. The number of directors may be increased or decreased from time to time, by majority vote of the shareholders. Unless by majority vote the shareholders direct otherwise, the number of directors for each year shall be set at the annual meeting of the shareholders prior to initiation of proceedings for the nomination of directors.

Section 7. Election and Term. Each person named in the articles of incorporation as a member of the initial board of directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

 

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At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9. Removal of Directors. Directors may be removed from office by a majority vote of the shareholders, with or without cause, without statement of charges, without notice of any sort, and without an opportunity to be heard.

Section 10. Quorum and Voting. A majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 11. Director Conflicts of Interest. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

(b) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 12. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

(a) approve or recommend to shareholders action or proposals required by law to be approved by shareholders,

 

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(b) designate candidates for the office of director, for purposes of proxy solicitation or otherwise,

(c) fill vacancies on the Board of Directors or any committee thereof,

(d) amend the by-laws,

(e) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of Directors, or

(f) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

Section 13. Place of Meetings. Regular and special meetings by the Board of Directors may be held within or without the state of Florida.

Section 14. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice immediately following the annual meeting of the shareholders. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least two days before the meeting or by notice mailed to the director at least five days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need by specified in the notice or waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

 

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Meetings of the Board of Directors may be called by the chairman of the board, by the president of the corporation, or by any two directors.

Members of the board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 15. Action Without a Meeting. Any action required to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as the unanimous vote.

Article III – Officers

Section 1. Officers. The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors at the first meeting of directors immediately following the annual meeting of shareholders of this corporation, and shall serve until their successors are chosen and qualify. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The failure to elect a president, secretary or treasurer shall not affect the existence of this corporation.

Section 2. Duties. The officers of this corporation shall have the following duties:

The President shall be the chief executive officer of the corporation, shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the stockholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the stockholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of the stockholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Section 3. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent.

 

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Any vacancy, however occurring, in any office may be filled by the Board of Directors, unless the by-laws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

Article IV – Stock Certificates

Section 1. Issuance. Every holder of shares in this corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2. Form. Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary or the Treasurer and may be sealed with the seal of this corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary or the Treasurer may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or any employee of the corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.

Every certificate representing shares issued by this corporation shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each 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.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of such restrictions.

Each certificate representing shares shall state upon the fact thereof: the name of the corporation; that the corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

Section 3. Transfer of Stock. The corporation will register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney. If the transfer agent has any question concerning the signature of such person, he may require that the signature be guaranteed by a commercial bank or trust company or by a member of the New York or American Stock Exchange.

Section 4. Lost, Stolen or Destroyed Certificates. The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests

 

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the issuance of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

Article V – Books and Records

Section 1. Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board of directors and committees of directors.

This corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Any books, records, and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2. Shareholders’ Inspection Rights. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information. Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

Article VI – Corporate Seal

The Board of Directors shall provide a corporate seal which shall be in such form as shall be required by or permitted by Florida law.

 

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Article VII – Amendment

These by-laws may be repealed or amended, and new bylaws may be adopted, by majority vote of either the Board of Directors or the shareholders, provided, however, that the Board of Directors shall not have the power to adopt, alter, amend or repeal by-laws if such action would be inconsistent with any bylaws adopted by the shareholders.

 

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EX-3.241 132 d805253dex3241.htm EX-3.241 EX-3.241

Exhibit 3.241

ARTICLES OF INCORPORATION

OF

GLOBAL TELERADIOLOGY SOLUTIONS, INC.

ARTICLE I - NAME

The name of this corporation is Global Teleradiology Solutions, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL, OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the initial directors of this Corporation are:

 

Gilbert Drozdow

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

   

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

   Jay A. Martus
   1613 North Harrison Parkway
   Suite 200
   Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 16th day of September, 2013.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

GLOBAL TELERADIOLOGY SOLUTIONS, INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 607, Florida Statutes, effective September 19, 2013 under the name of GLOBAL TELERADIOLOGY SOLUTIONS, INC. and assigned Document No. P13000077887 (the “Corporation”).

1. Pursuant to the provisions of Section 607.1008, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of the Corporation are as follows:

RESOLVED, that Article I of the Articles of Incorporation of global Teleradiology Solutions, Inc. is hereby authorized to be amended in its entirety to read as follows:

ARTICLE I – NAME

The name of the corporation shall be Comprehensive Teleradiology Solutions, Inc. (the “Corporation”).

2. The Articles of Amendment to the Articles of Incorporation were adopted by all of the directors and the sole shareholder of the Corporation as of October 22, 2013 in the manner prescribed by Section 607.1003, Florida Statutes.

3. The foregoing Articles of Amendment to the Articles of Incorporation of the Corporation shall be effective upon filing by the Florida Secretary of State.

 

    CORPORATION:
    GLOBAL TELERADIOLOGY SOLUTIONS, INC.
Date: October 22, 2013    
    By:  

/s/ Jay A. Martus

      Jay A. Martus, Vice President & Secretary

CERTIFICATE OF SECRETARY

JAY A. MARTUS, Secretary of GLOBAL TELERADIOLOGY SOLUTIONS, INC. certifies as follows:

 

  1. the foregoing Articles of Amendment to the Articles of Incorporation of GLOBAL TELERADIOLOGY SOLUTIONS, INC. were adopted pursuant to a unanimous consent of the sole shareholder and all of the directors, dated as of October 22, 2013; and

 

  2. I have executed the foregoing Articles of Amendment to the Articles of Incorporation on behalf of the sole shareholder and all of the directors.

 

/s/ Jay A. Martus

Jay A. Martus, Secretary
 EX-3.242 133 d805253dex3242.htm EX-3.242 EX-3.242

Exhibit 3.242

BY-LAWS

OF

COMPREHENSIVE TELERADIOLOGY SOLUTIONS, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a. quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9. Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

 

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Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article,

 

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or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the

 

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notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. lf a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon

 

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the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and

 

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limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation;. (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other

 

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corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the

 

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Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

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Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Comprehensive Teleradiology Solutions, Inc., are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 19, 2013.

 

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/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.243 134 d805253dex3243.htm EX-3.243 EX-3.243

Exhibit 3.243

ARTICLES OF INCORPORATION

OF

CORAL ANESTHESIA ASSOCIATES, INC.

ARTICLE I - NAME

The name of this corporation is Coral Anesthesia Associates, Inc. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL, OFFICE, ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 670 Carrot Wood Terrace, Plantation, FL 33324.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 515 East Park Avenue, Tallahassee, FL 32301; and the name of the initial registered agent of this Corporation at that address is NRAI Services, Inc.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the initial director of this Corporation is:

Andrew Greenfield, M.D.

670 Carrot Wood Terrace

Plantation, FL 33324

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Andrew Greenfield, M.D.

670 Carrot Wood Terrace

Plantation, FL 33324

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 28th day of February, 2012.

 

/s/ Andrew Greenfield

Andrew Greenfield, M.D., Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Coral Anesthesia Associates, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named NRAI Services, Inc., as its agent to accept service of process within this state.

NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

ACKNOWLEDGEMENT:

Having been named to accept service of process for the Corporation, at the place designated to this Certificate, NRAI Services, Inc. hereby agrees to act in this capacity, and further agrees to comply with provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 28th day of February, 2012.

 

NRAI SERVICES, INC.
By:  

/s/ Peter F. Souza

Name:   Peter F. Souza
Title:   Assistant Secretary
 EX-3.244 135 d805253dex3244.htm EX-3.244 EX-3.244

Exhibit 3.244

BY-LAWS

OF

CORAL ANESTHESIA ASSOCIATES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of Coral Anesthesia Associates, Inc. (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholder’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders’. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the

 

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shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

 

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ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be Increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

 

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Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be in the act of the Board of Directors.

 

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Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Director’s may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

 

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A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference, telephone or similar communications equipment by means of which all personals participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

 

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ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President and shall perform other duties prescribed by the Board of Directors or the President.

 

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Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial Institutions as determined by the Board of Directors.

 

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ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Any certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due In the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all action taken by committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or’ in another form capable of conversion into written form within reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the

 

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purpose and the records he desires to inspect; and, (c) the records are directly with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mall the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, Indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, In the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer, or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing, except to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only If authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(a) of this Article In defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay

 

16

pursuant to the Undertaking until the final determination of; (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, In the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances

 

17

because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (Including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

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Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

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ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of CORAL ANESTHESIA ASSOCIATES, INC. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of February 28, 2012.

 

/s/ Andrew Greenfield

Andrew Greenfield, Secretary

 

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EX-3.245 136 d805253dex3245.htm EX-3.245 EX-3.245

Exhibit 3.245

ARTICLES OF ORGANIZATION

OF

FLORIDA UNITED RADIOLOGY, L.C.

ARTICLE I – Name:

The name of the Limited Liability Company is: Florida United Radiology, L.C.

ARTICLE II – Address:

The mailing address and street address of the principal office of the Limited Liability Company is: c/o Dr. Reuven Porges, 435 Center Island Drive, Golden Beach, Florida 33180.

ARTICLE III – Duration:

The period of duration of the Limited Liability Company shall be perpetual.

ARTICLE IV – Management:

The Limited Liability Company is to be managed by the members, and the names and addresses of the managing members are:

Dr. Webster Jones, III, 12321 Eagle Trace Boulevard, North, Coral Springs, Florida 33071

Dr. William Julien, 1040 Sandalwood Lane, Weston, Florida 33326

Dr. Shlomo Leibowich, 370 Alexandra Circle, Fort Lauderdale, Florida 33327

Dr. Kathryn Occhipinti, 1424 East Lake Drive, Fort Lauderdale, Florida 33316

Dr. Reuven Porges, 435 Center Island Drive, Golden Beach, Florida 33180

Dr. Maria Rodriguez, 1120 Tyler Street, Fort Lauderdale, Florida 33019

PREPARED BY:

Mike Segal, P.A.

Florida Bar Number 0124779

Broad and Cassel

Miami Center, Suite 3060

201 South Biscayne Boulevard

Miami, Florida 33131

ARICLE V – Admission of Additional Members

Members shall have the right to admit additional members by the vote of two-thirds (2/3) of the equity interests thereof, subject to terms and conditions then imposed by the Members.

ARTICLE VI – Members’ Rights to Continue Business:

The death, retirement, resignation, expulsion, dissolution, bankruptcy, disassociation, or withdrawal of any member, or the occurrence of any other event that terminates the continued membership of any member shall not cause the Limited Liability Company to be dissolved or its affairs to be wound-up and upon the occurrence of any such event, the Company shall be continued without dissolution and without any affirmative action or requirement on the part of the members.

AFFIDAVIT OF MEMBERSHIP AND CONTRIBUTIONS

The undersigned member or authorized representative of a member of FLORIDA UNITED RADIOLOGY, L.C., deposes and says:

 

1. The above-named limited liability company has at least two members.

 

2. The total amount of cash contributed by the members is: $100.00.

 

3. There is no property other than cash contributed by the members.

 

4. The amount of cash or property anticipated to be contributed by members is $0.00.

 

5. The total amount of 2, 3, and 4 is $100.00.

 

/s/ Reuven Porges, M.D.

Reuven Porges, M.D., Member

(In accordance with Section 608.408(3), Florida Statutes, the execution of this affidavit constitutes an affirmation under the penalties of perjury that the facts stated hereto are true.)

CERTIFICATE OF DESIGNATION OF

REGISTERED AGENT/REGISTERED OFFICE

PURSUANT TO THE PROVISIONS OF SECTION 608.415 OR 608.507, FLORIDA STATUTES, THE UNDERSIGNED LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, SUBMITS THE FOLLOWING STATEMENT IN DESIGNATING THE REGISTERED OFFICE/REGISTERED AGENT, IN THE STATE OF FLORIDA.

1. The name of the limited liability company is: FLORIDA UNITED RADIOLOGY, L.C.

2. The address of the registered agent office is: 201 South Biscayne Boulevard, Suite 3000, Miami, Florida 33131 and the registered agent at that address is: B&C Corporate Services, Inc.

Having been named as registered agent and to accept service of process for the above-stated limit liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position of registered agent.

 

B&C CORPORATE SERVICES, INC.
By:  

/s/ Martha Freeman

  Martha Freeman, Assistant Secretary
 EX-3.246 137 d805253dex3246.htm EX-3.246 EX-3.246

Exhibit 3.246

SECOND AMENDED AND RESTATED

OPERATING AGREEMENT OF

FLORIDA UNITED RADIOLOGY, L.C.

This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”), entered into as of October 7, 2006 and effective as of October 1, 2006, is by and between FLORIDA UNITED RADIOLOGY, L.C., a Florida limited liability company (the “Company”) and SHERIDAN ACQUISITION ASSOCIATES, P.A., a Florida professional association, as the sole member (the “Member”) of the Company.

WHEREAS, the Company was formed on October 7, 1998 by filing Articles of Organization with the Secretary of State of the State of Florida under the provisions of the Florida Limited Liability Company, as amended, modified or restated from time-to-time (the “Act”).

WHEREAS, the members of the Company entered into an Amended and Restated Operating Agreement dated as of September 29, 2006, which superceded all prior operating agreements of the Company.

WHEREAS, the undersigned Member purchased all of the issued and outstanding membership interests of all members of the Company as of October 6, 2006 and is now the sole Member of the Company, effective as of October 1, 2006.

WHEREAS, the undersigned Member desires to amend and restate the Company’s operating agreement, to streamline the governance, management and operation of the Company.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member hereby agrees to continue the business of the Company pursuant to the Act and to restate and modify the Company’s operating agreement in accordance with this Second Amended and Restated Operating Agreement and the terms of this Agreement shall supercede in its entirety all prior operating agreements of the Company.

ARTICLE I

ORGANIZATION AND DEFINITIONS

1.1 Organization. The Company shall be a manager managed organization.

1.2 Principal Office. The principal office of the Company will be such location as may be determined from time-to-time by the Directors.

1.3 Term. The Company’s existence will continue perpetually unless it is sooner terminated by agreement of all of the Members.

1.4 Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

1.4.1 “Affiliate” means with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

1.4.2 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.4.3 “Covered Person” means a Member; any Affiliate of a Member; any directors, officers or managers of the Company; any officers, directors, shareholders, partners, employees, representative or agents of a Member or any Affiliate of a Member; or any employee or agent of the Company or its Affiliates.

1.4.4 “Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year, and shall also be the Company’s taxable year under the Code.

1.4.5 “Interest” means a Person’s rights to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act, whether as a Member or an assignee of a Member’s Interest. The Interest of a Member is represented by Units held by the Member.

1.4.6 “Majority Interest” means one or more Members holding more than fifty percent (50%) of the Units of the Company.

1.4.7 “Member” means any Person named as a member of the Company on Schedule A hereto, as the same may be amended from time-to-time, and includes any Person admitted as an additional Member or a substitute Member pursuant to the provisions of this Agreement. “Members” means two (2) or more of such Persons when acting in their capacities as Members of the Company. For purposes of the Act, the Members shall constitute one (1) class or group of members.

1.4.8 “Person” shall mean an individual, a corporation, partnership, trust, company, association or any other form of entity, and their permitted heirs, executors, administrators, legal representatives, successors, and assigns.

1.4.9 “Treasury Regulations” shall mean, the permanent, temporary, proposed, or proposed and temporary regulations of the U.S. Department of the Treasury under the Code as such regulations may be lawfully changed from time to time.

1.4.10 “Units” mean evidence of ownership of the Interests in the Company. The number of Units initially held by the Members is set forth in Schedule A attached hereto.

 

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ARTICLE II

PURPOSES AND BUSINESS OF THE COMPANY

2.1 Purposes of the Company. The Company has been formed for the purpose of carrying out any and all lawful activities.

2.2 Authority of the Company. To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

ARTICLE III

THE MEMBER AND LIMITED LIABILITY

3.1 Member; Limited Liability. The sole Member of the Company is Sheridan Acquisition Associates, P.A. Said Member holds all of the Interests and Units in the Company. The Member shall not have any personal liability whatsoever in its capacity as a Member, whether to the Company, or to the creditors of the Company, for the debts, liabilities, contracts, or any other obligations of the Company, or for any losses of the Company.

3.2 Units. The number and class of Units issued to the members shall be as set forth on Schedule A, as the same may be amended from time-to-time, and shall be issued at such time as the Board has verified delivery of the Member’s capital contribution. The Interests in the Company will be divided into Units, with each Unit entitling the holder thereof generally, unless otherwise provided for herein, a right: (i) to vote on matters requiring the approval of the Members; and (ii) to receive distributions, all of which shall be as specifically provided herein. Subject to the provisions governing the admission of Additional Members, the Members shall determine the total number of Units of the Company. In no event shall the total number of Units issued by the Company exceed One Thousand (1,000) Units. Each Unit shall be evidenced by a certificate.

ARTICLE IV

MANAGEMENT

4.1 Board of Directors. The day-to-day business and affairs of the Company shall be managed under the direction of a Board of Directors (the “Board” or “Directors”). The Board shall consist of at least one (1) but no more than three (3) individuals appointed by the Members who will supervise the activities of the Company. Each Director shall hold office until his or her successor shall have been elected and qualified or his or her earlier resignation or removal. Directors need not be residents of the State of Florida or Members of the Company.

4.2 Officers. The Directors shall elect such officers (individually, an “Officer,” or collectively the “Officers”) as they deem necessary for the efficient operation of the Company. The Company shall have a President, Secretary, Treasurer and such Vice Presidents as the Board may determine from time-to-time.

The President of the Company shall be its chief executive officer and chief operating officer and shall manage the business and affairs of the Company subject to the direction of the

 

3

Board. Each Vice President shall have such duties as are delegated to him by the President or Board. The Secretary shall have custody of and maintain all of the corporate records of the Company, shall record the minutes of all meetings of the Officers and Board, send out all notices of meetings and perform such other duties as are assigned to him by the President or the Board. The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof and shall have such other duties as are assigned to him by the President or the Board.

4.3 Officers Standard of Care. The Officers shall use their good faith efforts to implement or cause to be implemented all Major Decisions approved by the Members and the decisions of the Board and to conduct or cause to be conducted the ordinary and usual business of the Company in accordance with and subject to the direction of the Board. The President may, except as otherwise determined by the Board, delegate in writing to other Officers, employees or agents of the Company matters for which the President may be responsible. The Officers shall be responsible for obtaining all licenses, permits and approvals necessary for the Company to operate its business.

4.4 Major Decisions. Neither the Officers nor Board may, directly or indirectly, take any of the following actions (referred to as “Major Decisions”) on behalf of the Company without the approval of the Members:

4.4.1 create, incur, assume, refinance or otherwise become liable with respect to any obligation for borrowed money (including guarantees of the indebtedness or other obligations of any Person or Affiliate of the Company);

4.4.2 pledge, mortgage, hypothecate or otherwise encumber any of the Company’s assets (other than in the ordinary course of business);

4.4.3 sell or otherwise dispose of any portion of the business or assets of the Company except in the ordinary course of business;

4.4.4 engage in any business combination, including any merger or consolidation, or sell all or substantially all of the assets or properties of the Company; or

4.4.5 consent to or file for any bankruptcy, custodianship, receivership or trusteeship of the Company.

4.5 Resignation. Any Director or Officer of the Company may resign at any time by giving notice to the Members of the Company in the case of a Director, and Board of Directors in the case of an Officer. The resignation of any Director or Officer shall take effect upon receipt of written notice thereof or at such later time as shall be specified in such notice; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Director resigns, the Members shall have the right to replace such Director. If an Officer resigns the Board of Directors shall have the right to replace such Officer.

 

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ARTICLE V

MEETINGS

5.1 Annual Meeting. If required under the Act, an annual meeting of the Members shall be held on the second Tuesday in March or at such other time as shall be determined by the Members, for the transaction of such business as may come before the meeting.

5.2 Special Meetings. Special meetings of the Members, for any purpose or purposes unless otherwise prescribed by statute, may be called by any Member.

5.3 Voting Rights. The Members shall have voting rights in accordance with the number of Units held by the Members, with respect to all matters relating to the Company’s business, other than determining whether a quorum exists for the conduct of a meeting of Members.

5.4 Quorum. Fifty-one percent (51%) of the Units of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members.

5.5 Manner of Acting. If a quorum is present, the affirmative vote of a Majority Interest of the Members shall be the act of the Members.

5.6 Proxies. At all meetings of Members, a Member may vote in person or by written proxy or by a duly authorized attorney-in-fact.

5.7 Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the Members holding the requisite number of Units required to approve the action, and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company’s records. Action taken under this Section is effective when Members holding the requisite number of Units have signed the consent unless the consent specifies a different effective date. Any Member who has not consented to the action shall receive a copy of the consent describing the actions taken within ten (10) days of the effective date of the consent.

ARTICLE VI

TAX AND ACCOUNTING MATTERS

6.1 Taxation as Company. The Company shall elect to be treated as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3.

6.2 Federal Tax Returns. The Treasurer shall cause the Company’s accountants to prepare, on a timely basis, at the expense of the Company, for each Fiscal Year (or part thereof), federal tax returns in compliance with the provisions of the Code and any required state and local tax returns.

6.3 Accounting Method. For financial reporting purposes and for purposes of determining profits and losses, the books and records of the Company shall be kept in accordance with generally accepted accounting principles consistently applied and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

6.4 Distributions. All distributions to the Members shall be made prorata in accordance with the number of Units held by each Member.

 

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ARTICLE VII

RESTRICTIONS ON TRANSFERABILITY

7.1 Transfers Prohibited. A Member may not transfer, assign, pledge, encumber, or otherwise dispose of all or any part of its interest in the Company without the consent of a Majority Interest of the Members, whether voluntary, involuntary, or by operation of law or otherwise.

7.2 Effect of Transfer. Except as otherwise herein specifically provided, any sale, transfer, assignment, pledge, encumbrance, or other disposal or purported sale, transfer, assignment, pledge, encumbrance, or other disposal of any Interest in the Company shall be null and void. Each purchaser and any subsequent transferee of an Interest in the Company approved by the Members, shall hold such Interest in the Company subject to all of the terms, conditions and provisions of this Agreement and shall make no further transfer, whether by sale, gift, bequest, or otherwise, except as provided in this Agreement, and shall execute a counterpart to become subject to and bound by the terms of this Agreement.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation.

8.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement.

8.2.2 A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company or the Covered Person by any Person engaged by the Company and who has been selected with reasonable care as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence.

8.3 Indemnification. To the fullest extent permitted by the Act and applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or

 

6

claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person provided that (i) any such action was undertaken in good faith on behalf of the Company and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, (ii) any such action was reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, and (iii) with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe his action or omission was unlawful.

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified under the provisions of Section 8.3 hereof.

8.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Members shall determine, against any liability that may be asserted or expenses that may be incurred in connection with the activities of the Company.

8.6 Survival of Indemnity Provisions. Except as otherwise specifically provided herein, all of the indemnity provisions contained in this Agreement shall survive a Member’s, Director’s and Officer’s ceasing to be a Member, Director or Officer of the Company.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or communication to be given under the terms of this Agreement shall be in writing and shall be personally delivered or sent by facsimile, overnight delivery, or registered or certified mail, return receipt requested. Notice shall be effective upon receipt.

9.2 Application of Florida Law. This Agreement shall be governed by the laws of the State of Florida, without application of conflict of laws principles.

9.3 Waiver of Action of Partition. Each Member irrevocably waives during the term of the Company any right that he may have to maintain any action for partition with respect to the property of the Company.

9.4 Amendments. Except as otherwise provided within this Agreement or the Act, this Agreement may only be amended by the written agreement of a Majority Interest of the Members.

9.5 Construction. Whenever the singular is used in this Agreement, when required by the context the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa.

 

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9.6 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

9.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.8 Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns.

9.9 Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed, to confer upon or give any Person other than the parties hereto, any rights or remedies, under or by reason of this Agreement, or result in their being deemed a third party beneficiary of this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any Member.

9.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

THE COMPANY:

FLORIDA UNITED RADIOLOGY, L.C.,

a Florida limited liability company

By:  

/s/ Gilbert Drozdow, President

Name:   Gilbert Drozdow, M.D., President

THE MEMBER:

 

SHERIDAN ACQUISITION ASSOCIATES, P.A.,

a Florida professional association

By:  

/s/ Gilbert Drozdow, President

  Gilbert Drozdow, M.D., President

 

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EXHIBIT A

MEMBERS

 

NAME/ADDRESS

    NUMBER OF UNITS      PERCENTAGE INTEREST  

Sheridan Acquisition Associates, P.A.

1613 N. Harrison Parkway

Suite 200

Sunrise, FL 33323

      800         100 % 

Dated as of October 6, 2006

Effective as of October 1, 2006

EX-3.247 138 d805253dex3247.htm EX-3.247 EX-3.247

Exhibit 3.247

CERTIFICATE OF INCORPORATION

OF

HACKENSACK ANESTHESIOLOGY ASSOCIATES, P.A.

The undersigned, of the age of 21 years or over, for the purpose of forming a professional corporation for pecuniary profit pursuant to the provisions of the Professional Service Corporation Act of the State of New Jersey, N.J.S.A. 14A:17-1 through 18, inclusive, do hereby execute the following Certificate of Incorporation:

FIRST: The name of the corporation is HACKENSACK ANESTHESIOLOGY ASSOCIATES, P.A.

SECOND: The sole and specific purpose for which the corporation is organized and incorporated is to engage in the business of rendering the same professional services to the public within the State of New Jersey that Doctors of Medicine duly licensed under the laws of the State of New Jersey are authorized to render, but the corporation shall not render such professional services, except through its officers, employees and agents who are duly licensed or otherwise legally authorized to render such professional services within the State of New Jersey.

THIRD: The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000) shares of common stock without par value.

FOURTH: The address of the corporation’s initial registered office is 855 Main Street, Hackensack, New Jersey, 07601 and the name of the corporation’s initial registered agent as such address is Jerome Mann.

FIFTH: The number of directors constituting the initial Board of Directors shall be eight (8); and the names and addresses of the said directors are as follows:

 

 

Alfred R. Wollack, M.D.

9 Park Avenue

Park Ridge, New Jersey 07656

  
 

Harvey J. Hatchfield, M.D.

408 Elkwood Terrace

Englewood, New Jersey, 07631

  
 

Harold J. Cordner, M.D.

2077 Center Avenue

Fort Lee, New Jersey 07024

  
 

Robert Widows, M.D.

320 Byron Place

Maywood, New Jersey 07607

  
 

Donald C. Brody, M.D.

591 Warwick Avenue

Teaneck, New Jersey 07666

  
 

Jaroslaw Rozankowski, M.D.

700 Boulevard East

Weehawken, New Jersey 07087

  
 

Victor Garber, M.D.

11 Ellsworth Terrace

Montvale, New Jersey 07645

  
 

Gerald L. Wolf, M.D.

161 N. Woodland Street

Englewood, New Jersey 07631

  

Each of the said directors is a Doctor of Medicine duly licensed under the laws of the State of New Jersey.

 

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SIXTH: The names and addresses of the incorporators are as follows:

 

 

Alfred R. Wollack, M.D.

9 Park Avenue

Park Ridge, New Jersey 07656

  
 

Harvey J. Hatchfield, M.D.

408 Elkwood Terrace

Englewood, New Jersey, 07631

  
 

Harold J. Cordner, M.D.

2077 Center Avenue

Fort Lee, New Jersey 07024

  
 

Robert Widows, M.D.

320 Byron Place

Maywood, New Jersey 07607

  
 

Donald C. Brody, M.D.

591 Warwick Avenue

Teaneck, New Jersey 07666

  
 

Jaroslaw Rozankowski, M.D.

700 Boulevard East

Weehawken, New Jersey 07087

  
 

Victor Garber, M.D.

11 Ellsworth Terrace

Montvale, New Jersey 07645

  
 

Gerald L. Wolf, M.D.

161 N. Woodland Street

Englewood, New Jersey 07631

  

Each of the said incorporators is a Doctor of Medicine duly licensed under the laws of the State of New Jersey.

SEVENTH: The corporation shall have all of the power and privileges, and shall be subject to all of the limitations and restrictions, now or hereafter granted to or imposed on corporations organized for the purpose of, rendering the professional services hereinabove designated by The Professional Service Corporation Act of the State of New Jersey, and other applicable laws of the State of New Jersey.

 

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EIGHTH: Subject to provisions adopted and included in the By-Laws of the corporation by the Board of Directors or the shareholders of the corporation, the estate of a deceased shareholder may continue to hold stock of the corporation for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional services.

NINTH: No shareholder of the corporation may sell or transfer his shares in the corporation except to the corporation or to another individual who is a Doctor of Medicine duly licensed under the laws of the State of New Jersey, and such sale or transfer may be made only after the same shall have been approved, at a stockholders’ meeting specially called for such purpose, by such proportion, not less than a majority, of the outstanding stock as may be provided in the By-Laws of the corporation. The Board of Directors or the shareholders of the corporation shall have the power to adopt and include in the By-Laws of the corporation additional restraints on the alienation of the shares of stock of the corporation.

TENTH: The Board of Directors or the shareholders of the corporation shall have the power to adopt and include in the By-Laws of the corporation provisions providing for the purchase or redemption by the corporation of its shares of stock; provided, however, that such provisions dealing with the purchase or redemption by the corporation of its shares may not be invoked at a time or in a manner that would impair the capital of the corporation.

ELEVENTH: The effective date of this Certificate shall be March 1, 1972.

 

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IN WITNESS WHEREOF, the undersigned, the incorporators of the above named corporation, have hereunto signed this Certificate of Incorporation on the 22nd day of February, 1972.

 

/s/ Alfred R. Wollack, M.D.

    

/s/ Harvey J. Hatchfield, M.D.

Alfred R. Wollack, M.D.     Harvey J. Hatchfield, M.D.

/s/ Harold J. Cordner, M.D.

    

/s/ Robert Widows, M.D.

Harold J. Cordner, M.D.     Robert Widows, M.D.

/s/ Donald C. Brody, M.D.

    

/s/ Jaroslaw Rozankowski, M.D.

Donald C. Brody, M.D.     Jaroslaw Rozankowski, M.D.

/s/ Victor Garber, M.D.

    

/s/ Gerald L. Wolf, M.D.

Victor Garber, M.D.     Gerald L. Wolf, M.D.

 

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CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF INCORPORATION

OF

HACKENSACK ANESTHESIOLOGY ASSOCIATES, P.A.

Pursuant to the provisions of The Professional Service Corporation Act of the State of New Jersey, N.J.S.A. 14A:17-1 through 18, the undersigned Corporation, HACKENSACK ANESTHESIOLOGY ASSOCIATES, P.A., a professional corporation duly organized and validly existing under the laws of the State of New Jersey (the “Corporation”), hereby executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the Corporation is HACKENSACK ANESTHESIOLOGY ASSOCIATES, P.A.

2. The Corporation’s Certificate of Incorporation was filed by the State of New Jersey on February 28, 1972 and the effective date of the Certificate is March 1, 1972.

3. The following amendment to the Corporation’s Certificate of Incorporation was approved by the Unanimous Written Consent of the Corporation’s Board of Directors and Stockholders on the 19th day of August, 2010.

 

  (a) Article TWELFTH shall be added to the Certificate of Incorporation, as follows:

TWELFTH. Section 1 - Indemnification. (A) Except as provided in Section 1(C) below, the Corporation shall, and does indemnify, to the fullest extent permitted or authorized by law, each person who was or is a party, or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated, or to be initiated, by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of notice of such Proceeding from the indemnified person.

(C) Notwithstanding anything in this Agreement, the Corporation’s obligations under these indemnification provisions shall not apply to: (i) a medical malpractice claim or matter; (ii) acts or omissions in contravention of an employee’s employment agreements or a director’s or officer’s written agreement with the Corporation including without limitation, failure to substantially abide by policies and procedures in the manner described in the employee’s employment agreements or a director’s or officer’s written agreement with the Corporation; (iii) acts or omissions which are known, or should reasonably be known, to be unlawful by the Employee and which were not the result of the Corporation’s direction or within the scope of employment; (iv) acts or omissions which are outside the scope of an employee’s scope of employment or responsibilities as a director or as an officer or employee and which were not the result of the Corporation’s direction; and (v) any act or omission occurring on or before August 18, 2010.

Section 2 - Advance of Costs, Charges and Expenses. Except if the Corporation shall determine in its reasonable discretion that a matter or claim for which indemnification is being sought is not indemnifiable under the terms of the indemnification obligations described in this Article, costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted by law in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced, unless it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article. Notwithstanding the immediately preceding sentence, in connection with a Proceeding (or any part of a Proceeding) initiated by that person, the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be

 

2

indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 - Procedure for Indemnification; Conduct or Defense and Counsel. Any indemnification or advance under this Article shall be made promptly and, in any event, within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in any action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current legislation or by current judicial or administrative decisions for indemnification. The Corporation shall have the continuing right to approve any counsel chosen to defend the indemnitee, which approval shall not be unreasonably withheld and any settlement of the matter being indemnified by the Corporation shall require the Corporation’s prior written approval, which shall not be unreasonably withheld. If the Corporation and the indemnitee are part of the same Proceeding, then to the extent that the applicable rules of professional responsibilities permit the Corporation and the indemnitee to be represented by the same legal counsel, as the Corporation shall reasonably determine, then the Corporation shall choose counsel and direct the defense and settlement of any such Proceeding, provided that any settlement fully concludes the matter and forecloses any further liability for the indemnitee arising out of or relating to that Proceeding to the extent indemnification applies under this Article.

4. The number of issued and outstanding shares of the Corporation’s stock entitled to vote on this Amendment to the Certificate of Incorporation is two hundred eighty-eight and one-third (288 1/3).

 

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5. The number of shares voting for and against the adoption of this Certificate of Amendment are as follows:

 

Number of Shares Voting
for Adoption of Certificate
of Amendment		     Number of Shares Voting
Against Adoption of
Certificate of Amendment		  
  288 1/3        0   

6. The foregoing amendments of the Corporation’s Certificate of Incorporation were authorized by the consent in writing of all of the members of the Board of Directors of the Corporation, followed by the Unanimous Written Consent of the stockholders of all of the outstanding shares of the Corporation entitled to vote on the said amendment to the Certificate of Incorporation.

7. This Certificate of Amendment to the Certificate of Incorporation of HACKENSACK ANESTHESIOLOGY ASSOCIATES, P.A. shall be effective upon its filing by the State of New Jersey.

[Remainder of this page intentionally left blank.]

 

4

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the date set forth below.

 

HACKENSACK ANESTHESIOLOGY ASSOCIATES, INC.
By:  

/s/ Gilbert Drozdow, Pres

  Gilbert Drozdow, President

Dated this 19th day of August, 2010

SECOND AMENDMENT TO THE CERTIFICATE OF INCORPORATION

OF

HACKENSACK ANESTHESIOLOGY ASSOCIATES, P.A.

TO CHANGE THE NAME OF THE CORPORATION

TO

NEW JERSEY HEALTHCARE SPECIALISTS, P.C.

Pursuant to the provisions of The Professional Service Corporation Act of the State of New Jersey, N.J.S.A. 14A:17-1 through 18, the undersigned Corporation, HACKENSACK ANESTHESIOLOGY ASSOCIATES, PA., a professional corporation duly organized and validly existing under the laws of the State of New Jersey (the “Corporation”), the undersigned, who is the sole Director, sole Shareholder and President, hereby executed the following Second Amendment to the Certificate of Incorporation:

1. The Corporation’s number is 0000001272.

2. The Corporation’s Certificate of Incorporation was filed in the State of New Jersey on February 28, 1972.

3. A Certificate of Amendment to the Certificate of Incorporation was filed in the State of New Jersey on August 25, 2010.

4. The name of the Corporation is hereby changed to NEW JERSEY HEALTHCARE SPECIALISTS, P.C.

5. The foregoing amendment to the previously amended Certificate of Incorporation was authorized on September 5, 2013 by the undersigned sole Director and sole Shareholder of the Corporation who is the only person entitled to vote on the said Second Amendment to the Certificate of Incorporation.

6. This Second Amendment to the Certificate of Incorporation shall be effective upon its filing with the State of New Jersey.

[Remainder of this page intentionally left blank]

 

1

IN WITNESS WHEREOF, the undersigned has executed this Second Amendment to the Certificate of Incorporation as of the date set forth below.

 

/s/ Gilbert Drozdow

Gilbert L. Drozdow, M.D.,

Sole Shareholder, Sole Director & President

 

c/o Inglesino, Pearlman, Wyciskala & Taylor, LLC

600 Parsippany Road, Suite 204
Parsippany, New Jersey 07054

Dated this 5th day of September, 2013.

 

2

EX-3.248 139 d805253dex3248.htm EX-3.248 EX-3.248

Exhibit 3.248

RESTATED BY-LAWS

OF

HACKENSACK ANESTHESIOLOGY ASSOCIATES. P.A.

(Restated – Effective August 19, 2010)

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the professional corporation (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors within or without the State of New Jersey.

Section 2. Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of Directors or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Certificate of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board of Directors, or shareholders requesting the calling of the meeting designate other person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors within or without the State of New Jersey.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by

 

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the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the laws of the State of New Jersey.

Section 10 Qualification of Shareholders. Any shareholder of the Corporation must be duly licensed to practice medicine and related services in the State of New Jersey.

 

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ARTICLE II

MEETINGS OF DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and duly licensed to practice medicine and related services in the State of New Jersey.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director but not more than two (2). The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation removal from office of death. At each

 

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annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy caused by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by a sole remaining director. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no directors in office for reason of death, resignation or other cause, any shareholder may call a special shareholders meeting for election of directors.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an

 

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executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting within or without the State of New Jersey.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Section 12 Waivers of Notice. Any notice required by these Bylaws, the Certificate of Incorporation, or by the New Jersey Business Corporation Act (the “Act”) may be waived by a writing signed by the person or persons entitled to such notice either before or after the time stated therein. Any director or shareholder attending a meeting without protesting, prior to its conclusion, a lack of notice shall be deemed to have waived notice of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

 

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Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board of Directors) may participate in a meeting other Board of Directors (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 13 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board of Directors), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board of Directors) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board of Directors. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise. Such written consent or consents shall be filed with the minutes of the Corporation.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer and may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

 

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Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business, or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of a corporation.

Any Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Any Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

The Secretary shall have custody of and maintain all of the corporate records including the corporate seal but except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

 

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Section 3 Contracts.

(a) No contract or other transaction between the Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director personally and individually, may be a party to or may be interested in any contract or transaction of the Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contact or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 4 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 5 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

 

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The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of New Jersey, shall not be bound to recognize any equitable or other claim to or interest in the shares.

 

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Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled new certificates shall be issued to the person entitled to them, end the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board of Directors reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of New Jersey Law.

 

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ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the State of New Jersey, Department of the Treasury, Division of Revenue.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

 

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Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose end the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his

 

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demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation, and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the Corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to

 

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any threatened, pending or completed action, suit or proceeding, whether civil, criminal administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against an liability (which for purposes of this Article includes all judgments, settlements. penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the

 

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“Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in collection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and, in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that

 

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indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at

 

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anytime while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of New Jersey law or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Business Corporation Act of New Jersey, N.J.S.A. 14A:3-5.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

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ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of HACKENSACK ANESTHESIOLOGY ASSOCIATES, P.A. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of August 19, 2010.

 

/s/ Gilbert Drozdow

Gilbert Drozdow, Corporate Secretary

 

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EX-3.249 140 d805253dex3249.htm EX-3.249 EX-3.249

Exhibit 3.249

ARTICLES OF INCORPORATION

OF

ICS RADIOLOGY, INC.

ARTICLE I - NAME

The name of this corporation is ICS RADIOLOGY, INC. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 515 East Park Avenue, Tallahassee, Florida 32301.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 515 East Park Avenue, Tallahassee, FL 32301; and the name of the initial registered agent of this Corporation at that address is NRAI Services, Inc.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provide in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the initial director of this Corporation are:

Mark Walter

c/o NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Mark Walter

c/o NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 19th day of September, 2011.

 

/s/ Mark Walter

Mark Walter, Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That ICS RADIOLOGY, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named NRAI Services, Inc. as its agent to accept service of process within this state.

NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, NRAI Services, Inc. hereby agrees to act in this capacity, and further agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 19th day of September, 2011.

 

NRAI SERVICES, INC.
By:  

/s/ Peter F. Souza

Name:  

Peter F. Souza

Title:  

Assistant Secretary

 EX-3.250 141 d805253dex3250.htm EX-3.250 EX-3.250

Exhibit 3.250

BY-LAWS

OF

ICS RADIOLOGY, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board or shareholders requested the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right

 

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and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy

 

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designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly, summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

 

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ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been

 

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elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

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Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given

 

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to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or

 

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special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

 

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Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

 

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ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Any certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the

 

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purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors of records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. The Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay

 

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pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. All indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by the Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances

 

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because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

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Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of ICS RADIOLOGY, INC. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of September 19, 2011.

 

/s/ Jay A. Martus

Jay A. Martus, Secretary

 

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EX-3.251 142 d805253dex3251.htm EX-3.251 EX-3.251

Exhibit 3.251

ARTICLES OF INCORPORATION

OF

INTERVENTIONAL REHABILITATION OF SOUTH FLORIDA, INC.

ARTICLE I - NAME

The name of this corporation is INTERVENTIONAL REHABILITATION OF SOUTH FLORIDA, INC. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 4651 Sheridan Street, Suite 200, Hollywood, Florida 33021.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 4651 Sheridan Street, Suite 200, Hollywood, Florida 33021; and the name of the initial registered agent of this Corporation at the address is Jay A. Martus.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have three (3) initial directors. The number of directors may be either increased or decreased from time to time as provide in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

Mitchell Eisenberg

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

Lewis Gold

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

Michael Schundler

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

4651 Sheridan Street, Suite 200

Hollywood, FL 33021

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 8th day of September, 1998.

 

/s/ Jay A. Martus

Jay A. Martus, Esq., Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That INTERVENTIONAL REHABILITATION OF SOUTH FLORIDA, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Interventional Rehabilitation of South Florida, Inc.

4651 Sheridan Street

Suite 200

Hollywood, FL 33021

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 8th day of September, 1998.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.252 143 d805253dex3252.htm EX-3.252 EX-3.252

Exhibit 3.252

BY-LAWS

OF

INTERVENTIONAL REHABILITATION OF SOUTH FLORIDA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least 10 percent of the Corporation’s stock having the right and entitled to vote at that meeting unless a greater percentage not to exceed 50 percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10

nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9. Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be residents of Florida or shareholders of the Corporation.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have three (3) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) be means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The Chairman of the Board shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

 

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The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 6 Bank Accounts. The President and the Treasurer will be the signatories on the Corporation’s checking account(s). All checks will require one signature of the President or the Treasurer.

The Corporation shall only have accounts with financial institutions as determined by the Board of Directors. The Board of Directors may designate additional signatories on the Corporation’s checking account(s).

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

 

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(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: (i) its articles or restated articles of incorporation and all amendments to them currently in effect; (ii) these Bylaws or restated Bylaws and all amendments currently in effect; (iii) resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (iv) the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; (v) written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; (vi) a list of names and business street addresses of its current directors and officers; and, (vii) its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the

 

11

date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within an additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time to the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

13

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification

 

14

under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation with 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding.

 

15

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard or conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard or conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

16

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves; or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida Business Corporation Act.

 

17

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan New Generations, Inc. are the Bylaws duly adopted by the directors of the Corporation pursuant to a written consent to organizational dated as of November 30, 1998 to be effective as of September 12, 1998.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

18

EX-3.253 144 d805253dex3253.htm EX-3.253 EX-3.253

Exhibit 3.253

ARTICLES OF INCORPORATION

OF

JUPITER IMAGING ASSOCIATES, P.A.

The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a professional service corporation under Chapter 621 of the laws of the State of Florida.

ARTICLE I. NAME

The name of the corporation shall be:

JUPITER IMAGING ASSOCIATES, P.A.

The principal place of business of this corporation shall be 1210 South Old Dixie Highway, Jupiter, Florida 33458.

ARTICLE II. NATURE OF BUSINESS

The purpose of this corporation is to engage in every aspect of the business of rendering the same professional services to the public that a medical practice, duly licensed under the laws of the State of Florida, is authorized to render.

This corporation may engage or transact in any or all lawful activities or business permitted under the laws of the United States, the State of Florida or any other state, country, territory or nation.

ARTICLE III. CAPITAL STOCK

The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is 1,000 shares of common stock having $1 par value per share.

ARTICLE IV. ADDRESS

The street address of the initial registered office of the corporation shall be 502 East Park Avenue, Tallahassee, Florida 32301, and the name of the initial registered agent of the corporation at that address is Corporation Information Services, Inc.

ARTICLE V. TERM OF EXISTENCE

This corporation is to exist perpetually.

ARTICLE VI. PREEMPTIVE RIGHTS

Every shareholder upon the sale for cash of any new stock of this corporation of the same kind, class or series as that which he already holds, shall have the right to purchase his pro rata share thereof at the price at which it is offered to others.

ARTICLE VII. INCORPORATOR

The name and street address of the incorporator to these Articles of Incorporation is:

Corporation Information Services, Inc.

502 East Park Avenue

Tallahassee, Florida 32301

IN WITNESS WHEREOF, the undersigned authorized agent of Corporation Information Services, Inc. has hereunto set her hand and seal of Corporation Information Services, Inc. on this 16th day of January, 1990.

 

Corporation Information Services, Inc.
By:  

/s/ Gail Shelby

  Gail Shelby

STATE OF FLORIDA

COUNTY OF LEON

The foregoing instrument was acknowledged before me this 9th day of January, 1990, by Gail Shelby.

 

/s/ Laura R. Dunlap

Notary Public, State of Florida at Large
My Commission Expires:  

 

ARTICLES OF AMENDMENT

FOR JUPITER IMAGING ASSOCIATES, P.A.

Pursuant to Florida Statues Section 607.1001, the Articles of Incorporation of the above-named corporation are hereby amended as follows:

1. Article IX shall be restated in its entirety to state: The registered agent of this Corporation and his street address is as follows: Michael S. Singer, Esquire, 1201 U.S. Highway One, Suite 240A, North Palm Beach, FL 33408.

3. Pursuant to Section 607.1003, Florida Statutes, the foregoing amendment was proposed to the Shareholders by the Board of Director and the number of votes cast for the amendment by the shareholders was sufficient for approval. The amendment was adopted and effective on October 1, 2000.

Accordingly we have executed these Articles of Amendment on October 1, 2000.

 

/s/ David M. Mullin, M.D.

DAVID M. MULLIN, M.D., Chairman/Director

STATE OF FLORIDA

COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this 1st day of October, 2000, by DAVID M. MULLIN, M.D., who is a Director and Chairman of Jupiter Imaging Associates, P.A. on behalf of the Corporation and who is personally known to me.

 

/s/ Patti K. Babka

NOTARY PUBLIC

 

My Commission Expires:

  

 

ACCEPTANCE OF REGISTERED AGENT

I am hereby familiar with and accept the designation as Registered Agent for Jupiter Imaging Associates, P.A. I agree as Registered Agent to accept Service of Process; to keep the office open during prescribed hours; to post my name (and any other officers of said corporation authorized to accept service or process at the Florida designated address) in some conspicuous place in the office as required by law.

 

/s/ Michael S. Singer

MICHAEL S. SINGER
Registered Agent

Articles of Amendment

to

Articles of Incorporation

of

 

JUPITER IMAGING ASSOCIATES, P.A.
(Name of corporation as currently filed with the Florida Dept. of State)
  L42562    
  (Document number of corporation (if known)  

Pursuant to the provisions of section 607.1005, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

NEW CORPORATE NAME (if changing)

JUPITER IMAGING ASSOCIATES, INC.

 

(Must contain the word “corporation,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.”) (A professional corporation must contain the word “chartered”, “professional association,” or the abbreviation “P.A.”)

AMENDMENTS ADOPTED – (OTHER THAN NAME CHANGE) Indicate Article Number(s) and/or Article Title(s) being amended, added or deleted; (BE SPECIFIC)

 

N/A
 
 
 
 
 
 

(Attach additional pages if necessary)

If an amendment provides for exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself. (If not applicable, indicate N/A)

 

N/A
 
 

The date of each amendment(s) adopted:   

December 10, 2009

Effective date if applicable:   

 

   (no more than 90 days after amendment file date)

Adoption of Amendment(s) (CHECK ONE)

 

  x The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

 

  ¨ The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

 

  “The number of votes cast for the amendment(s) was/were sufficient for
  approval by  

                                          

   ”
    (voting group)  

 

  ¨ The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

 

  ¨ The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

 

  Signature  

/s/ Ronald Porter, M.D.

    (By a director, president or office officer – if directors or officers have not been selected by the incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
   

/s/ Ronald Porter, M.D.

    (Typed or printed name of person signing)
   

Treasurer

    (Title of person signing)

FILING FEE $35

EX-3.254 145 d805253dex3254.htm EX-3.254 EX-3.254

Exhibit 3.254

RESTATED BY-LAWS

OF

JUPITER IMAGING ASSOCIATES. INC.

(Restated – Effective April 1, 2010)

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates one or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares’ entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution-adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claims to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep permanent records minutes of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

 

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(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation

 

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if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and he records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of directors or records of any action of a committee of the Board of directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement

 

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of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, a written request from a shareholder who was not mailed the statements, the corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, office, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay

 

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pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in y action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances

 

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because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, deems appropriate.

 

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Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Bylaws of Jupiter Imaging Associates, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of April 1, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.255 146 d805253dex3255.htm EX-3.255 EX-3.255

Exhibit 3.255

Articles of Incorporation

of

Medical Anesthesia Consultants Medical Group, Inc.

with Statement of Conversion

I

The name of the corporation is Medical Anesthesia Consultants Medical Group, Inc.

II

The purpose of the corporation is to engage in the profession of medicine and any other lawful activities (other than the banking or trust company business) not prohibited to a corporation engaging in such profession by applicable laws and regulations. This corporation is a professional corporation within the meaning of California Corporations Code Section 13400 et seq.

III

The name and California street address of the converted corporation’s initial agent for service of process is:

National Registered Agents, Inc.

IV

The initial street address and mailing address of the converted corporation are:

 

  

2420 San Ramon, Suite 270

San Ramon, CA 94583

  

V

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is One Hundred (100).

VI

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law as it now exists or may hereafter be amended in a manner more favorable to director. No amendment, repeal or modification of this ARTICLE VI shall adversely affect any right or protection of a director of this corporation existing at the time of such amendment, repeal or modification.

VII

The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and its shareholders through bylaw provisions, through agreements with agents, votes of shareholders or disinterested directors or otherwise, or any combination of the foregoing, in excess of indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code with respect to actions for breach of a duty to the corporation and its shareholders. No amendment, repeal or modification of this ARTICLE VII shall adversely affect any right or protection of an agent of this corporation existing at the time of such amendment, repeal or modification.

VIII

Statement of Conversion

The name of the converting California limited liability company is Medical Anesthesia Consultants, LLC. The limited liability company’s California Secretary of State file number is 201331810117. The principal terms of the plan of conversion were approved by a vote of the members, which equaled or exceeded the vote required under California Corporations Code Section 17540.3. There is one class of members entitled to vote and the percentage vote required is a majority in interest of the members. The limited liability company is converting into a California professional corporation.

The requested filing date is November 15, 2013 and the effective time will be 12:01 A.M. Pacific Time.

I declare I am the person who executed this instrument, which execution is my act and deed.

 

/s/ Gilbert Drozdow

Gilbert Drozdow, M.D., Manager of Medical
Anesthesia Consultants, LLC and Incorporator

 

2

EX-3.256 147 d805253dex3256.htm EX-3.256 EX-3.256

Exhibit 3.256

BY-LAWS

OF

MEDICAL ANESTHESIA CONSULTANTS MEDICAL GROUP, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of Medical Anesthesia Consultants Medical Group, Inc. (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors within or without the State of California.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of Directors or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board of Directors, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors within or without the State of California.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the

 

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shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of all action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the California General Corporation Law (“GCL”).

 

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Section 10 Qualification of Shareholders. Any shareholder of the Corporation must be a “licensed person” as that term is defined in Section 13401(d) of the Moscone-Knox Professional Corporation Act.

ARTICLE II

BOARD OF DIRECTORS

Section 1 Function. The business and affairs of the corporation shall be managed and all corporate power shall be exercised, by or under the direction of the board of directors. Each director shall be and continuously remain a shareholder and a licensed person as defined by Cal. Corp. Code section 13401(d). If a director ceases to be an eligible shareholder or becomes a disqualified person as defined by Cal. Corp. Code section 13401(e), he or she shall immediately cease to be a director on the effective date of disqualification and his or her office as director shall become vacant without the necessity of corporate action.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

 

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Section 4 Number. The Corporation shall have one (1) director but not more than three (3). The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by a sole remaining director. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

 

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Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting within or without the State of California.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the

 

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meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors. (and any committee of the Board of Directors) may participate in a meeting of the Board of Directors (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board of Directors), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board of Directors) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of

 

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the Board of Directors. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise. Such written consent or consents shall be filed with the minutes of the Corporation.

ARTICLE III

OFFICERS

Section 1 Officers. The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer. The President and Treasurer must be “licensed persons” as defined by Cal. Corp. Code section 13401(d) and, in the event the Corporation only has one shareholder, such shareholder must serve as the President and Treasurer. No other officer is required to be a “licensed person”. Each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of a corporation.

 

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Any Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Any Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records including the corporate seal but except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Contracts. No contract or other transaction between the Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.

Section 4 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

 

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Section 5 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

Any officer who becomes a disqualified person as defined by Cal. Corp. Code section 13401(e) shall cease to be an officer on the effective date of disqualification. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 6 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 7 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Certificates for Shares. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. Each certificate issued shall be signed by the President and the Treasurer.

 

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Section 2 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of California, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 3 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 4 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board of Directors reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, so long as: (i) the amount of retained earnings of the Corporation immediately prior to the distribution equals or exceeds the sum of (A) the amount of the proposed distribution plus (B) the preferential dividends arrears amount; or; (ii) immediately after the distribution, the value of the Corporation’s assets would equal or exceed the sum of the total liabilities plus the preferential rights amount.

 

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ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the California Secretary of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

 

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Section 2 Shareholders’ Inspection Rights. A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of the Corporation shall have the right to inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the Corporation. The record copy of shareholders shall also be open to inspection and copying by any shareholder during normal business hours upon written demand on the Corporation, for a purpose reasonably related to such holder’s interest as shareholder.

The accounting books and records and minutes of proceedings of the shareholders and board and committees of the board of directors shall be open to inspection upon the written demand on the Corporation of any shareholder at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interest as a shareholder.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his

 

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demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the Corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate

 

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of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon

 

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receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the

 

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Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the

 

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Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the GCL or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the GCL.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

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ARTICLE VIII

SHAREHOLDER RESTRICTIONS

Section 1 Shareholder Restrictions. Shares of this Corporation may be owned only by:

(a) Licensed persons as defined by Cal. Corp. Code section 13401(d); and

(b) A medical corporation with a single shareholder who is a licensed person as defined by Cal. Corp. Code section 13401(d).

Section 2 Restrictions on Transfer to Non-licensed Persons. Shares of this Corporation may be transferred only to licensed persons as defined by Cal. Corp. Code section 13401(d) or a medical corporation with a single shareholder who is a licensed person.

Section 3 Restrictions on Transfer Following Death or Disqualification. The shares of this Corporation owned by a person who dies, ceases to be an eligible shareholder, or becomes a disqualified person as defined by Cal. Corp. Code section 13401(e) for a period exceeding 90 days, shall be sold or transferred to the Corporation or its shareholders on such terms as are agreed on by the Corporation and its shareholders in a written agreement. The sale or transfer shall occur not later than six months after the death of a shareholder and not later than 90 days after the date on which a shareholder ceases to be an eligible shareholder or becomes a disqualified person.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

 

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ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Medical Anesthesia Consultants Medical Group, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of November 14, 2013.

 

/s/ Gilbert Drozdow, Sec

Gilbert Drozdow, Corporate Secretary

 

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EX-3.257 148 d805253dex3257.htm EX-3.257 EX-3.257

Exhibit 3.257

ARTICLES OF ASSOCIATION

OF

KENNETH TRIMMER, M.D., P.A.

A TEXAS PROFESSIONAL ASSOCIATION

I, the undersigned, being duly licensed to practice medicine under the laws of the State of Texas, do hereby form a professional association pursuant to the Texas Professional Association Act and adopt the following Articles of Association:

1. Name. The name of the Association is Kenneth Trimmer, M.D., P.A.

2. Purpose. The purpose of the Association shall be to engage in the practice of medicine.

3. Address. The address of the Association is 2408 Stone Creek Drive, Plano, Texas 75075. This address shall be and is the permanent address of the Association in Texas.

4. Duration. The period of duration of the Association is perpetual subject to the provisions of Section 8 of the Texas Professional Corporation Act.

5. Original Member. The name and address of the original member is:

 

Name

   

Address

     
Kenneth Trimmer, M.D.   

2408 Stone Creek Drive

Plano, Texas 75075

   

6. License. The original member is licensed to practice medicine in the State of Texas.

7. Ownership Interests. Ownership of the Association shall be evidenced by shares, and each issued share shall be entitled to one vote. Shares shall be $0.10 par value and the Association shall have the authority to issue One Hundred Thousand (100,000) shares.

 

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8. General. The holders of one-third (1/3) of the outstanding shares of the Association’s capital stock then entitled to be voted thereat, present in person or represented by proxy, shall be requisite for the transaction of the business to be conducted by the holders, and shall constitute a quorum, at each meeting of the Association’s shareholders.

Each matter that is submitted to a vote of the shareholders of the Association and that, in the absence of this paragraph, would be required by law to be approved by vote of more than a majority of the outstanding shares of the Association shall be decided by the vote or concurrence of a majority of the outstanding shares of the Association entitled to be voted on such matter; provided, however, that if class voting on any such matter is required by law, these Articles (including any Resolution), or the Bylaws of the Association, then the matter shall be decided by the vote or concurrence of a majority of the outstanding shares of each class entitled to vote separately on such matter; provided, further, that if any provision of these Articles (including any Resolution) or the Bylaws of the Association require a vote of more than a majority of the outstanding shares of the Association entitled to vote on any matter, then such provision of these Articles or the Bylaws of the Association, as the case may be, will be controlling.

Any action required by the Texas Business Corporation Act to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the actions so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. Prompt notice of the taking of any actions by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

 

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No shareholder of the Association or other person shall have any pre-emptive right whatsoever to acquire (i) any additional or unissued shares or treasury shares of the Association, (ii) any securities of the Association convertible into or carrying a right to subscribe to or acquire shares of the Association, or (iii) any other securities of the Association; provided, however, that nothing in this paragraph shall restrict or prohibit the Association from creating, issuing, offering, distributing, or otherwise granting any warrants, options, rights of first refusal, conversion rights, subscriptions rights, or other rights entitling shareholders or other persons to acquire any shares or other securities of the Association.

9. Cumulative Voting Prohibited. Cumulative voting rights are specifically denied.

10. All Members Licensed. All members of the Association must be licensed to practice medicine in the State of Texas.

11. Commencement of Business. The Association will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00) consisting of money, labor done, or property actually received.

12. Management of Association Affairs. The affairs of the Association shall be governed by a Board of Directors elected by the voting members, and presented by officers elected by the Board of Directors so that centralization of management will be assured. The Association’s officers and members of the Board of Directors shall be members of the Association.

 

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13. Initial Directors. The number of directors constituting the initial Board of Directors is one (1) and shall be the original member:

 

Name

   

Address

     
Kenneth Trimmer   

2408 Stone Creek Drive

Plano, Texas 75075

   

He shall serve as the Director of the Association until the first annual meeting of the members or until his respective successors are elected and duly qualified.

14. Registered Office and Agent. The address of the initial registered office for the Association shall be and is 3300 NCNB Plaza, 901 Main Street, Dallas, Texas 75202, and the initial registered agent at such address shall be and is Andrew N. Meyercord.

15. Adoption of Bylaws. The initial Director of the Association shall adopt such bylaws as he may deem proper and necessary for the conduct of the affairs of the Association. The power to adopt, alter, amend, or repeal the Bylaws of the Association is vested in the Board of Directors, subject to repeal or modification by action of a majority of the members.

16. Continuity and Separate Entity. The Association shall continue as a separate entity independent of its members for all purposes relating to the practice of medicine as provided in these Articles. No member of the Association shall have the power to dissolve the Association by his or her independent act of any kind, provided, however, a last surviving member of the Association may vote to dissolve the Association pursuant to Section 8(B) of Article 1528f of the Revised Civil Statutes of the State of Texas.

17. Relationship Between Association and Members. All of the Association who are or may become members of the Association agree to forego any and all claims for fees charged or to be charged, or collected, for services rendered and to be rendered and to accept in lieu thereof such salary as may be determined by the Board of Directors of the Association. The

 

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Associates further agree that they shall become and hereafter are employees of the Association and shall be subject to the management and control of the Association and its duly constituted Board of Directors, committees, and officers in the same manner as any other employees of the Association.

18. Transfer of Shares. The shares of ownership of this Association shall only be transferable to persons who are duly licensed doctors of medicine in accordance with the laws of the State of Texas. The transfer of any share of ownership in the Association shall be made in accordance with the requirements of the Bylaws of this Association. The time, manner and form, as well as relevant terms, conditions and details, of the transfer or issuance of such shares may be prescribed by the Bylaws of the Association.

DATED AT DALLAS COUNTY, TEXAS, this the 26 day of June, 1991.

 

INCORPORATOR:

/s/ Kenneth J. Trimmer MD

Kenneth Trimmer, M.D.

 

5

THE STATE OF TEXAS    §  
   §  
COUNTY OF DALLAS    §  

I, the undersigned Notary Public, do hereby certify that on the 27th day of June, 1991, personally appeared before me, Kenneth Trimmer, M.D., who being by me first duly sworn, declared to me that he is the person who signed the foregoing document, and that the statements therein contained are true and correct.

 

/s/ Becky S. Butler

NOTARY PUBLIC – STATE OF TEXAS
Notary Public Printed Name:

/s/ Becky S. Butler

My Commission Expires:

1-16-93

 

6

ARTICLES OF AMENDMENT

OF

KENNETH TRIMMER, M.D., P.A.

Pursuant to Section 15 of the Texas Professional Association Act, Kenneth Trimmer, M.D., P.A., a Texas professional association (the “Association”), hereby adopts the following Articles of Amendment to its Articles of Association:

1. NAME AND ADDRESS. The name and address of the Association as they appear in the Association’s Articles of Association are Kenneth Trimmer, M. D., P.A., 2408 Stone Creek Drive, Plano, Texas 75075.

2. AMENDMENTS. The following amendments to the Association’s Articles of Association have been adopted by the members of the Association:

(a) Article l of the Association’s Articles of Association is amended in its entirety to read as follows:

1. Name. The name of the Association is North Texas Perinatal Associates, P.A.

(b) Article 3 of the Association’s Articles of Association is amended in its entirety to read as follows:

3. Address. The address of the Association is 1700 Coit Road, Suite 290, Plano, Texas 75075.

(c) Article 12 of the Association’s Articles of Association is amended in its entirety to read as follows:

12. Management of Association Affairs. The Association shall be governed by, and the affairs of the Association shall be managed under the direction of, a Board of Directors elected by the voting members, and represented by officers elected by the Board of Directors, so that centralization of management will be assured. The Association’s officers and directors shall be members of the Association.

(d) Article 17 of the Association’s Articles of Association is amended in its entirety to read as follows:

17. Relationship Between Association and Members. All physicians who are or may become members of the Association (the “Associates”) agree to forego any and all claims for fees charged or to be charged, or collected, for services rendered and to be rendered and to accept in lieu thereof such salary as may be determined by the Board of Directors of the Association. The Associates

further agree that they shall become and hereafter are employees of the Association and shall be subject to the management and control of the Association and its duly constituted Board of Directors, committees, and officers in the same manner as any other employees of the Association.

(e) The Association’s Articles of Association are amended by adding thereto a new Article 19 reading as follows:

19. Interested Directors, Officers and Members. No contract or transaction between the Association and one or more of its directors, officers, or members, or between the Association and any other corporation, partnership, Association, or other organization in which one or more of its directors, officers, or members are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director, officer, or member is present at or participates in the meeting of the board of directors, a committee thereof, or members which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorized the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

(b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the members; or

(c) the contract or transaction is fair as to the Association as of the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the members.

Interested directors shall be counted in determining the presence of a quorum at a meeting of the board of directors, a committee thereof, or the members which authorizes the contract or transaction.

(f) The Association’s Articles of Association are amended by adding thereto a new Article 20 reading as follows:

(g) The Association’s Articles of Association are amended by adding thereto a new Article 20 reading as follows:

 

2

20. Limitation on Director Liability. A director of the Association is not liable to the Association or its members for monetary damages for an act or omission in the director’s capacity as a director, except that this article does not eliminate or limit the liability of a director for the following:

(a) a breach of a director’s duty of loyalty to the Association or its members;

(b) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;

(c) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office;

(d) an act or omission for which the liability of a director is expressly provided for by statute; or

(e) an act related to an unlawful share repurchase or payment of a dividend.

(h) The Association’s Articles of Association are amended by adding thereto a new Article 21 reading as follows:

21. Amendment of Articles. These Articles of Association may be amended at any time upon the vote of a majority of the outstanding shares of the Association entitled to vote.

3. DATE OF ADOPTION. The amendments were adopted on behalf of the members of the Association on September 10, 2001.

4. VOTE OF MEMBERS. The amendments were adopted by two-thirds vote of the Association’s members.

 

KENNETH TRIMMER, M.D., P.A.,
a Texas professional association
By:  

/s/ Gilbert Drozdow, President

  Gilbert Drozdow, M.D., President

 

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Office of the Secretary of State   Filed in the Office of the
Corporations Section   Secretary of State of Texas
P.O. Box 13697   Filing #: 81327103 04/19/2010
Austin, Texas 78711-3697   Document #: 304390530386
(Form 408)   Image Generated Electronically

 

 

STATEMENT OF CHANGE OF

ADDRESS OF REGISTERED AGENT

 

1. The name of the entity represented is

North Texas Perinatal Associates, P.A.

The entity’s filing number is 81327103

 

2. The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)

350 N. St. Paul St., Dallas, TX 75201

 

3. The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must in Texas.)

350 N. St. Paul St., Ste. 2900, Dallas, TX 75201-4234

 

4. Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

 

Date:  

04/19/2010

 

CT Corporation System

Name of Registered Agent

Kenneth Uva. Vice President

Signature of Registered Agent

FILING OFFICE COPY

EX-3.258 149 d805253dex3258.htm EX-3.258 EX-3.258

Exhibit 3.258

BYLAWS OF

NORTH TEXAS PERINATAL ASSOCIATES, P.A.

f/k/a

KENNETH TRIMMER, M.D., P.A.

(A Professional Association formed under

the laws of the State of Texas)

P R E A M B L E

These Bylaws are subject to, and governed by, the Articles of Association (herein so called, including all amendments thereto and statements and designations filed therewith) of Kenneth Trimmer, M.D., P.A. (the “Association”) and the laws of the State of Texas (including the Texas Professional Association Act and the Texas Business Corporation Act) currently in effect or hereafter amended. In the event of a conflict between the provisions of these Bylaws and the mandatory provisions of the law or of the Articles of Association, such provisions of the law or the Articles of Association, as the case may be, will be controlling.

ARTICLE I

Offices

1.01 Registered Office and Agent. The registered office and registered agent of the Association shall be as from time to time set forth in the Articles of Association (including in a statement of change of registered office or agent filed with the Secretary may be changed at any time upon authorization by the Board of Directors (herein so called) of the Association or by any officer of the Association who has the authority under these Bylaws or a resolution of the Board of Directors to effect such a change.

1.02 Other Offices. The Association may also have offices at such other places, whether within or outside the State of Texas, as the Board of Directors, from time to time, may, determine or as the business of the Association may require.

ARTICLE II

Shareholders

2.01 Annual Meetings. An annual meeting of shareholders of the Association shall be held during each calendar year on such date and at such time as shall be designated from time to time by the Board of Directors. At such meeting, the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.

2.02 Special Meetings. Special meetings of the shareholders may be called for any purpose or purposes (a) by the President or the Board of Directors, or (b) by the holders of at least ten percent (10%) of all the shares entitled to vote at the proposed special meeting unless

 

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the Articles of Association provide for a number of shares greater than or less than ten percent (10%), in which event special meetings of the shareholders may be called by the holders of at least the percentage of shares so specified in the Articles of Association, but in no event shall the Articles of Association provide for a number of shares greater than fifty percent (50%). If not otherwise stated in or fixed in accordance with Section 2.11 of these Bylaws, the record date for determining shareholders entitled to call a special meeting is the date the first shareholder signs the notice of that meeting. Only business within the purpose or purposes described in the notice required to be given in Section 2.04 of these Bylaws may be conducted at a special meeting of the shareholders.

2.03 Place of Meetings. The annual meeting of shareholders may be held at any place (within or outside the State of Texas) as may be designated by the Board of Directors. Special meetings of shareholders may be held at any place (within or outside the State of Texas) as may be designated by the person or persons calling such special meeting as provided in Section 2.02 of these Bylaws. If no place for a meeting is designated, it shall be held at the registered office of the Association.

2.04 Notice.

A. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the person calling the meeting, to each shareholder entitled to vote at the meeting.

B. Any notice required to be given to any shareholder by law, the Articles of Association, or these Bylaws need not be given to the shareholder if (a) notice of two (2) consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (b) all (but not less than two (2)) payments (if sent by first class mail) of distributions or interest on securities during a twelve-month (12) period have been mailed to that person, addressed at his address as shown on the share transfer records of the Association, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given and, if the action taken by the Association is reflected in any articles or document filed with the Secretary of State of Texas, those articles or that document may state that notice was duly given to all persons to whom notice was required to be given. If such a person delivers to the Association a written notice setting forth his then current address, the requirement that notice given to that person shall be reinstated.

2.05 Voting List. At least ten (10) days before each meeting of shareholders, a complete list of shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of voting shares held by each, shall be prepared by the Secretary or the agent of the Association having charge of the Association’s share transfer records. For a period of ten (10) days before such meeting, such list shall be kept on file at the registered office or principal place of business of the Association and shall be subject to inspection by any shareholder at any time during usual business hours at the registered office. Such list shall be produced and kept open at the time and place of the meeting and shall be

 

2

subject to the inspection of any shareholder during the whole time of the meeting. The original share transfer records of the Association shall be prima-facie evidence as to who are the shareholders entitled to examine such list or share transfer records or to vote at any such meeting of the shareholders and as to the number of shares such shareholders are entitled to vote. Failure to comply with the requirements of this Section 2.05 at or with respect to any meeting of shareholders shall not affect the validity of any action taken at such meeting.

2.06 Voting of Shares. Treasury shares shall not be shares entitled to be voted at any meeting of the shareholders, shall not be voted (directly or indirectly) at any such meeting, and shall not be counted in determining the total number of outstanding voting shares at any given time. Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without transfer of such shares into his name so long as such shares form a part of the estate being served by him and are in the possession of such estate. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without transfer of such shares into his name if authority to do so is contained in the court order by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until they have been transferred into the name of the pledgee, and after such transfer the pledgee shall be entitled to vote such shares.

2.07 Quorum; Adjournment; Withdrawal of Quorum. Except as otherwise provided by law or the Articles of Association, the holders of a majority of the issued and outstanding shares of the respective class or classes of the Association’s capital stock then entitled (by law, the Articles of Association, or these Bylaws) to be voted thereat, present in person or represented by proxy, shall be requisite for the transaction of the business to be conducted by shares, and shall constitute a quorum, at each meeting of the Association’s shareholders. Except as otherwise provided by law, the Articles of Association, or these Bylaws, once a quorum is present at a meeting of shareholders, the shareholders present in person or represented by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder present in person or represented by proxy to vote shall not affect the presence of a quorum at the meeting. Except as otherwise provided by law, the Articles of Association, or these Bylaws, if such quorum shall not be present or represented at any meeting of the Association’s shareholders, the holders of the majority of the voting shares, present in person or represented by proxy at such meeting, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting. At any reconvening of an adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.

2.08 Vote.

 

  A.

Except as otherwise provided in the Articles of Association or these Bylaws, with respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote

 

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  is required by law, the affirmative vote of the holders of the majority of the issued and outstanding shares of the capital stock present in person or represented by proxy at such meeting of shareholders at which a quorum is present and then entitled to vote on that matter shall be the act of the shareholders.

 

  B Except as otherwise provided in the Articles of Association or these Bylaws, directors shall be elected by a plurality of the votes cast by the holders of issued and outstanding shares of the Association’s capital stock present in person or represented by proxy at such meeting of shareholders and then entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

2.09 Method of Voting. On each matter submitted to a vote at a meeting of shareholders, every shareholder of record shall be entitled to one (1) vote for every outstanding share of the Association’s capital stock standing in his name on the original stock transfer books of the Association as of the record date for the meeting, except as otherwise provided by law and except to the extent that the Articles of Association provide for more or less than one (1) vote per share. If the Articles of Association provide for more or less than one (l) vote per share of all the outstanding shares on any matter, every reference in these Bylaws (unless expressly stated otherwise herein), in connection with such matter, to a specified portion of such shares shall mean such portion of the votes entitled to be cast in respect of such shares by virtue of the provisions of the Articles of Association. At each meeting of shareholders at which directors will be elected, each shareholder owning shares of the Association’s capital stock then entitled (by law, the Articles of Association, or these Bylaws) to be voted in the election of such directors shall have the right to vote, in person or by proxy, all shares of such class or classes for as many persons as there are directors to be elected by holders of shares of such class or classes entitled to be voted in such election. Cumulative voting in the election of directors is permissible only if, at the time of such election, it is not denied in the Articles of Association or by law.

2.10 Proxies. At a meeting (or in a written consent) of the shareholders, every shareholder having the right to vote may vote either in parson or by proxy appointed by an instrument in writing subscribed by such shareholder. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section 2.10. Each proxy shall be filed with the Secretary before or at the time it is voted. No proxy shall be valid after eleven (11) months from the date of its execution, unless such instrument expressly provides for a longer period. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Proxies coupled with an interest include the appointment as proxy of (a) a pledgee, (b) a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares, (c) a creditor of the Association who extended it credit under terms requiring the appointment, (d) an employee of the Association whose employment contract requires the appointment, or (e) a party to a voting agreement created under Section B, Article 2.30, of the Texas Business Corporation Act. An irrevocable proxy, if noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy, shall be specifically enforceable against the holder of those shares or any successor or transferee of the holder. Unless noted conspicuously on the certificate representing the shares that are

 

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subject to the irrevocable proxy, an irrevocable proxy, even though otherwise enforceable, is ineffective against a transferee for value without actual knowledge of the existence of the irrevocable proxy at the time of the transfer or against any subsequent transferee (whether or not for value), but such an irrevocable proxy shall be specifically enforceable against any other person who is not a transferee for value from and after the time that the person acquires actual knowledge of the existence of the irrevocable proxy. A shareholder may revoke his revocable proxy at any time before the proxy is voted, by submitting a later dated proxy in proper form; by notifying the Secretary in writing (signed and dated by the shareholder) of such revocation; or by appearing at the meeting (or; signing the written consent) to which the proxy relates, requesting the return of such proxy, and voting his shares in person.

2.11 Closing of Share Transfer Records; Record Date.

 

  A. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any reconvening thereof following an adjournment or entitled to receive a distribution by the Association (other than a distribution involving a purchase or redemption by the Association of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the Board of Directors may provide that the share transfer records of the Association shall be closed for a stated period but not to exceed in any event sixty (60) days. If the share transfer records are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days, and in the case of a meeting of shareholders not less than ten (10) days, before the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and if no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Association of any of its shares) or a share dividend, the date on which the notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provide in this Section 2.11, such determination will apply to any adjournment of such meeting, except where the determination has been made through the closing of share transfer records and the stated period of closing has expired.

 

  B.

Unless a record date shall have previously been fixed or determined pursuant to this Section 2.11, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to

 

5

  that action, which record date shall not precede, and shall not be more than ten (10) 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 and the prior action of the Board of Directors is not required by law, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Association by delivery to its registered office, its principal place of business, or an officer or agent of the Association having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Association’s principal place of business shall be addressed to the President or the principal executive officer of the Association. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by law, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

 

  C. Distributions made by the Association, including those that were payable but not paid to a holder of shares, or to his heirs, successors, or assigns and have been held in suspense by the Association or were paid or delivered by it into an escrow account or to a trustee or custodian, shall be payable by the Association, escrow agent, trustee, or custodian to the holder of the shares as of the record date determined for that distribution as provided in paragraph A of this Section 2.11, or to his heirs, successors, or assigns.

2.12 Presiding Officials at Meetings. Unless some other person or persons are elected by a vote of a majority of the shares then entitled to vote at a meeting of shareholders, the President shall preside at and the Secretary shall prepare minutes of each meeting of shareholders.

ARTICLE III

Directors

3.01 Management. The powers of the Association shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed under the direction of, the Board of Directors of the Association, who may exercise all such powers of the Association and do all such lawful acts and things as are not by law, the Articles of Association, or these Bylaws directed or required to be exercised or done by the shareholders.

3.02 Election; Term; Qualification. At each annual meeting of shareholders, directors shall be elected by the affirmative vote, in accordance with Section 2.08 of these Bylaws, of the holders of a majority of the shares of the Association’s capital stock present in person or represented by proxy at such meeting and then entitled (by law, the Articles of Association, or these Bylaws) to vote for the election of such directors. Each director will hold office until his successor is duly elected and qualified at the next annual meeting of shareholders (or special meeting in lieu thereof) or until his earlier death, resignation, or removal, disqualification, or

 

6

other termination of office in accordance with law, the Articles of Association, or these Bylaws. Each director shall be a shareholder of the Association and duly licensed in the State of Texas to render services as a medical doctor.

3.03 Number. The initial Board of Directors shall consist of the number of directors named in the Articles of Association. Thereafter, the number of directors constituting the entire Board of Directors shall be the same as the number constituting the initial Board of Directors or as otherwise fixed by resolution of either the Board of Directors at any meeting thereof or the shareholders at any meeting thereof, but shall never be less than one (1) director. Any increase in the number of directors serving may be filled in accordance with Section 3.05 of these Bylaws, but no decrease in the number of the directors serving shall have the effect of shortening the term of any incumbent director.

3.04 Removal. At any annual or special meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holders of a majority of the issued and outstanding shares of the capital stock present in person or represented by proxy at such meeting; provided, however, that notice of intention to act upon such matter shall have been given in the notice calling such meeting. If cumulative voting is not denied in the Articles of Association or by lay and if less than the entire Board of Directors is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.

3.05. Vacancies. Any vacancy occurring in the Board of Directors (by death, resignation, removal, disqualification, increase in the number of directors, or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors; provided, however, that the Board of Directors may not, during the period between any two (2) successive annual meetings, elect more than two (2) directors to fill vacancies resulting from any increase in the number of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, except that a director elected to fill a vacancy resulting from an increase in the number of directors shall be elected for a term of office continuing only the until the next election of one (1) or more directors by the shareholders.

3.06 First or Regular Meeting. The first meeting of each newly elected Board of Directors may be held immediately after and at the same place (within or outside the State of Texas) as the annual meeting of shareholders, and regular meetings of the Board of Directors may be held at such times and places (within or outside the State of Texas) as may be designated from time to time by resolution of the Board of Directors. No notice of any such first or regular meeting is required.

3.07 Special Meetings. A special meeting of the Board of Directors shall be held whenever called by any one (1) or more directors at such time and place (within or outside the State of Texas) as such director(s) shall designate in the notice of such special meeting. The director(s) calling any special meeting shall cause notice of such special meeting to be given to each director at least forty-eight (48) hours before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of any special meeting.

 

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3.08 Quorum; Majority Vote. Unless the greater number is required by law, the Articles of Association, or these Bylaws, a majority of the number of directors fixed by, or in the manner provided in, these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is not present at a meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of greater number is required by law, the Articles of Association, or these Bylaws. The directors present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of a sufficient number of directors to leave less than a quorum.

3.09 Procedure; Minutes. At all meetings of the Board of Directors, business shall be transacted in such order as the Board of Directors may determine from time to time. The Board of Directors shall appoint at each meeting a person to preside at the meeting and a person to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting, which shall be delivered to the Secretary of the Association for placement in the minute books of the Association.

3.10 Presumption of Assent. A director of the Association who is present at any meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.11 Compensation. The Association may compensate directors for serving in such capacity. The amount and manner of payment of any such compensation shall be determined by resolution of the Board of Directors. No director shall be precluded from serving the Association in any other capacity or receiving compensation therefor.

3.12 Certain Limitations of Directors’ Liability. No director who votes for or assents to a distribution by the Association that is not permitted by any law for reasons of excessiveness shall be liable to the Association if, in voting for or assenting to the distribution, he:

 

  (a) relied in good faith and with ordinary care upon the statements, valuations, or information referred to in Article 2.38-3 of the Texas Business Corporation Act, upon other information of the Association represented to him by an officer of the Association to be correct in all material respects, or upon the written advice of counsel to the Association;

 

  (b) acting in good faith and with ordinary care, considered the assets of the Association to be at least of their book value; or

 

  (c) in determining whether the Association made adequate provision for payment, satisfaction, or discharge of all its liabilities and obligations in a voluntary dissolution, relied in good faith and with ordinary care upon financial statements of, or other information concerning, any person who was or became contractually obligated to pay, satisfy; or discharge some or all of those liabilities or obligations.

 

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Any director against whom a claim shall be asserted for an improper distribution made by the Association, and who shall be held liable thereon, shall be entitled to contribution from the shareholders who accepted or received such distribution knowing that such distribution was not permitted by law, in proportion to the amounts respectively received by them. Furthermore, no director shall be liable for any claims or damages that may result from his acts in the discharge of any duty imposed or power conferred upon him by the Association if, in the exercise of ordinary care, he acted in good faith and in reliance upon the written opinion of an attorney for the Association. The limitation on directors’ liability contained in this Section 3.12 shall operate independently of, and shall not be deemed to limit or otherwise affect, other limitations on liability provided to the Association’s directors by law, the Articles of Association, these Bylaws, agreement, or otherwise.

ARTICLE IV

Committees

4.01 Designation. The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors at any time serving, designate from among its members one or more committees.

4.02 Number; Qualification; Term. Each committee designated by the Board of Directors shall consist of one (1) or more directors of the Association and one or more directors may be designated alternate members of each such committee who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee. The number of committee members and alternate committee members may be increased or decreased from time to time by resolution adopted by a majority of the entire Board of Directors. The resolution authorizing a decrease in the members or alternate members of any committee may provide that such decrease has the effect of shortening the term of any designated member or members or alternate member or members. Each committee member and alternate committee member shall serve as such until he ceases to be a director of the Association or until his earlier death, resignation, removal, disqualification, or other membership termination in accordance with law, the Articles of Association, or these Bylaws.

4.03. Authority. Each committee, to the extent provided in a resolution adopted by a majority of the entire Board of Directors at any time serving, shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Association. However, no committee shall have the authority of the Board of Directors in reference to (a) amending the Articles of Association, except that a committee may, to the extent provided in this resolution designating that committee or in the Articles of Association or these Bylaws, exercise the authority of the Board of Directors vested in it in accordance with Article 2.13 of the Texas Business Corporation Act, (b) proposing a reduction of the stated

 

9

capital of the Association in the manner permitted by Article 4.12 of the Texas Business Corporation Act, (c) approving a plan of merger or share exchange, (d) approving or recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the Association otherwise than in the usual and regular course of its business, (e) approving or recommending to the shareholders a voluntary dissolution of the Association or a revocation thereof, (f) amending, altering, or repelling these Bylaws or adopting new bylaws, (g) filling vacancies in the Board of Directors, (h) filling vacancies in or designating alternate members of any committee, (i) filling any directorship to be filled by reason of an increase in the number of directors, (j) electing or removing officers or committee or alternate committee members, (k) fixing the compensation of any committee or alternate committee member, or (l) altering or repealing any resolution of the Board of Directors that by its terms provides that it shall not be amendable or repealable by a committee or otherwise. Unless the resolution adopted by a majority of the entire Board of Directors at any time serving designating a particular committee, the Articles of, or these Bylaws expressly so provide, no committee of the Board of Directors shall have the authority to authorize a distribution or to authorize and establish the terms for, the issuance of shares of the Association’s capital stock.

4.04 Committee Changes. The Board of Directors at any time may, by resolution adopted by a majority of the entire Board of Director then serving, fill vacancies on any committee, change membership of any committee, or discharge or terminate any committee. Furthermore, the Board of Directors, by resolution adopted by a majority of the entire Board of Directors then serving, may at any time remove any committee member or alternate member, with or without cause, if in the judgment of the Board of Directors the best interests of the Association will be served by such removal. The removal of a committee member or alternate member shall be without prejudice to the contract rights, if any, of such member or alternate member, but election or appointment of a committee member or alternate member shall not of itself create any contract rights.

4.05 Regular Meetings. Regular meetings of any committee may be held at such times and places (within or outside the State of Texas) as may be designated from time to time by resolution of the committee. No notice of any such regular meeting is required.

4.06 Special Meetings. A special meeting of any committee may be held whenever called by any committee member at such time and place (within or outside the State of Texas) as such committee member shall designate in the notice of such special meeting. The committee member calling any special meeting shall cause notice of such special meeting to be given to each committee member at least twenty-four (24) hours before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committed need be specified in the notice or waiver of notice of any special meeting.

4.07 Quorum; Majority Vote. Unless a greater number is required by law, the Articles of Association, these Bylaws, or any resolution adopted by a majority of the Board of Directors at any time serving, a majority of the number of a committee’s members designated by the Board of Directors shall constitute a quorum for the transaction of business at any meeting of committee. If a quorum is not present at a meeting of any committee, a majority of the committee members present may adjourn the meeting from time to time without notice other than an announcement at the meeting, until a quorum is present. The vote of a majority of the

 

10

committee members present at any meeting at which a quorum is in attendance shall be the act of the committee, unless the vote of a greater number is otherwise required by law, the Articles of Association, these Bylaws, or any resolution adopted by a majority of the Board of Directors at any time serving. The committee members present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of a sufficient number of committee members to leave less than a quorum.

4.08 Procedure; Minutes. At each meeting of a committee, business shall be transacted in such order as the committee may determine from time to time. The committee shall appoint at each meeting a person to preside at the meeting and a person to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting, which shall be delivered to the Secretary of the Association for placement in the minute books of the Association and shall be reported to the Board of Directors upon request of the Board of Directors.

4.09 Presumption of Assent. A committee member who is present at any meeting of a committee at which action on any matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a committee member who voted in favor of such action.

4.10 Compensation. The Association may compensate any committee member or alternate member for serving in such capacity. The amount and manner of payment of any such compensation shall be determined by resolution adopted by a majority of the entire Board of Directors at any time serving. No committee member or alternate member shall be precluded from serving the Association in any other capacity or receiving compensation therefor.

4.11 Responsibility. Neither the designation of any committee nor the delegation of authority to it shall operate to relieve the Board of Directors or any director of any responsibility imposed upon it or such director by law. The Board of Directors may reverse, modify, supplement, and/or approve any actions taken by any committee. Unless the context otherwise requires, the term Board of Directors as used in these Bylaws shall include each committee thereof that, under the law, the Articles of Association, these Bylaws, or a resolution adopted by a majority of the Board of Directors at any time serving, has the authority to set with respect to the matter stated in or contemplated by these Bylaws.

ARTICLE V

General Provisions Relating to Meetings

5.01 Notices. Any notice required or permitted (under the law, the Articles of Association, or these Bylaws) to be given to any shareholder, director, or committee member of the Association shall be in writing and in English unless some other form of notice is expressly permitted by law or by lawful provision of the Articles of Association or these Bylaws. Whenever the law, the Articles of Association, or these Bylaws require or permit any notice to be given to any shareholder, director, or committee member of the Association and do not specify the form such notice shall take or how such notice shall be given, such notice may be in the form

 

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of a letter, telegram, telecopy, or other written communication and may be given by mail, personal delivery, or any other method expressly required or permitted by law or by lawful provision of the Articles of Association or these Bylaws. A shareholder’s address for any notice shall be as set forth from time to time in the share transfer records of the Association (maintained by the Association or its transfer agent), and a director’s or committee member’s address for any notice shall be as set forth in a directory or other records of the Association maintained for such purpose. Unless otherwise expressly provided by law or by any lawful provision of the Articles of Association or these Bylaws, any notice required or permitted to be given to any shareholder, director, or committee member shall be deemed to be delivered and given upon the first to occur of (a) the deposit of such notice in the United States mail, postage prepaid and addressed to the shareholder, director, or committee member at his address for notice as stated above, (b) the delivery of such notice at the shareholder’s, director’s, or committee member’s address for notice as stated above, whether or not such delivery is made to or receipted for by the addressee, or (c) the receipt of such notice by the shareholder, director, or committee member, whether or not at his address for notice as stated above.

5.02 Waiver of Notice. Whenever the law, the Articles of Association, or these Bylaws require any notice to be given to any shareholder, director, or committee member of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time notice should have been given, shall be equivalent to the giving of such notice. Attendance of a director at a meeting of the Board of Directors or committee member at a meeting of his committee shall constitute a waiver of notice of the respective meeting, except where such attendance is for the express purpose of objecting to the transaction of any business on the ground that the respective meeting is not lawfully called or convened.

5.3 Telephone and Similar Meetings. Shareholders, directors, or committee members may participate in and hold a meeting by means of a conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other. Participation by a shareholder, director, or committee member in such a meeting shall constitute his presence in person at such meeting, except where such participation is for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

5.04 Action Without Meeting.

 

  A.

Any action required by law, the Articles of Association, or these Bylaws to be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed (i) by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent, or (ii) if the Articles of Association so provide, by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all issued and outstanding shares then entitled to vote on the action were present and voted, and in either event, shall have the same force and effect, as of the date stated therein, as a vote by the number of shares represented by such consent, and may be stated as such in any certificate or document filed with the Secretary of

 

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  State of Texas or in any certificate or document delivered to any person. Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Association in the manner required by this Section 5.04(A), a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Association by delivery to its registered office, its principal place of business, or an officer or agent of the Association having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Association’s principal place of business shall be addressed to the President or principal executive officer of the Association. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action. The signed consents shall be placed in the minute books of the Association. A telegram, telex, cablegram, or similar transmission by a shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by a shareholder for purposes of this Section 5.04(A).

 

  B. Any action that may be taken, or is required by law, the Articles of Association, or these Bylaws to be token, at a meeting of directors or committee members 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 all of the directors or committee members, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect, as of the date stated therein, as a unanimous vote of such directors or committee members, as the case may be, and may be stated as such in any document filed with the Secretary of State of Texas or in any certificate or other document delivered to any person. The consent shall be in one (1) or more counterparts so long as each director or committee member signs one of the counterparts. The signed consent shall be placed in the minute books of the Association.

ARTICLE VI

Officers and Other Agents

6.01 Number; Titles; Election; Term. The Association shall have a President, a Secretary, and any other officers the Board of Directors may deem necessary or desirable. Each such officer of the Association shall be elected by the Board of Directors, which election may be held at the first duly convened meeting of the Board of Directors following an election of directors by the Association’s shareholders or at any other meeting of the Board of Directors. In addition to its officers, the Association may have such assistant officers, registered agent, and other agents as are appointed or elected from time to time by the Board of Directors, or as are chosen from time to time by the President (whose choices shall be named in a written statement included in the Association’s minute books). Each of the Association’s officers, assistant

 

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officers, and agents (including the President, Secretary, and registered agent) shall serve as such until his successor is duly elected (or appointed) and qualified or until his earlier death, resignation, removal, disqualification, or other termination in accordance with law, the Articles of Association, or these Bylaws. Any two (2) or more offices may be held by the same person; provided, however, that the President and Secretary of the Association shall not be the same person unless the Association has only one shareholder. All officers shall be shareholders of the Association and duly licensed in the State of Texas as a medical doctor. Officers need not be members of the Board of Directors except that the President shall be a member of the Board of Directors or Executive committee, if formed.

6.02 Removal. The Board of Directors, by resolution of a majority of the entire Board of Directors then serving, may at any time remove any officer, agent, or assistant officer of the Association, with or without cause, if in the judgment of the Board of Directors the best interests of the Association will be served by such removal. Furthermore, the President, by written statement included in the Association’s minute books, may at any time remove any agent or assistant officer chosen by the President, with or without cause, if in the judgment of the president the best interests of the Association will be served by such removal. Any removal of an officer, agent or assistant officer by the Board of the Directors or the President shall be without prejudice to the contract rights, if any, of the person so removed, but election, appointment, or other selection of an officer, agent or assistant officer shall not of itself create any contract rights.

6.03 Vacancies. Any vacancy occurring as a result of the death, resignation, removal, disqualification, or other termination of any officer of the Association may be filled by the Board of Directors, provided that any vacancy in the office of President or Secretary shall be filled by the Board of Directors. Any vacancy occurring as a result of the death, resignation, removal, disqualification, or other termination of any agent or assistant officer of the Association may be filled by the Board of Directors or President, provided that any vacancy in the registered agent of the Association shall be filled by the Board of Directors or President.

6.04 Authority. Officers, agents, and assistant officers shall have such authority and perform such duties in the management of the Association as are provided in these Bylaws, or in a resolution of the Board of Directors not inconsistent with these Bylaws. Notwithstanding anything in these Bylaws to the contrary, no officer, agent, or assistant officer of the Association shall have the authority to execute any instrument or document or take any other action for or on behalf of the Association that involves the payment or potential payment, pursuant to the terms of such instrument or document, by or to the Association of more than $10,000 unless the Board of Directors has authorized such execution or action or unless another officer, agent, or assistant officer of the Association has also executed such instrument or document or authorized such action.

6.05 Compensation. The Association may compensate officers, agents, assistant officers, and employees for serving in such capacity. The amount and manner of payment of any such compensation will be determined by the Board of Directors or (in the case of compensation of any officer, agent, assistant officer, or employee other than the President) by the President; provided, however, that the President may not determine that amount or manner of payment of the compensation of any officer, agent, assistant, officer, or employee whose compensation has been established, or with respect to whose compensation the President’s power under this

 

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Section 6.05 has been restricted or withdrawn, by resolution of the Board of Directors or by these Bylaws. No officer, agent, assistant officer, or employee shall be precluded from serving the Association in any other capacity or receiving compensation therefor.

6.06 Employment and Other Contracts. By resolution, the Board of Directors may authorize, subject to Section 6.04 of these Bylaws, any officer, agent, assistant officer, or employee of the Association to enter into any contract or execute and deliver any instrument in the name or on behalf of the Association, and such authority may be general or confined to specific instances. The Board of Directors also may authorize employment contracts with any officer, agent, assistant officer, or employee upon such terms and conditions as the Board of Directors may deem appropriate.

6.07 President. The President shall be the chief executive officer of the Association and, subject to the supervision of the Board of Directors, shall have charge of the general management of the business and property of the Association in the ordinary course of its business, with all such powers with respect to such business and property as may be reasonably incident to such responsibilities, including, but not limited to, the power to change the Association’s registered office or registered agent, or both to choose, remove, or suspend agents and assistant officers of the Association; to employ, discharge, or suspend employees of the Association; to fix the compensation of officers, agents, assistant officers, and employees of the Association, except as provided in Section 6.05 of these Bylaws; and to suspend, with or without cause, any officer of the Association pending final action by the Board of Directors with respect to the suspension, removal, or reinstatement of such officer. The President shall see that all orders and resolutions of the Board of Directors and any committee thereof are carried into effect and shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.

6.08 Vice Presidents. Each Vice President shall have such powers and duties as may be prescribed from time to time by the Board of Directors, or as may be delegated from time to time by the president. The Vice Presidents (in the order designated by the Board of Directors by title or otherwise, or in the absence of such designation, as determined by the length of time each has held the office of Vice President continuously) shall exercise the powers of the President during such officer’s absence, suspension, or inability to act.

6.09 Assistant Vice Presidents. Each Assistant Vice President shall perform such duties as may be prescribed from time to time by the Board of Directors, or as may be delegated from time to time by the President or any Vice President. The Assistant Vice Presidents (in the order designated by the Board of Directors by title or otherwise, or in the absence of such designation, as determined by the length of time each has held the office of Assistant Vice President continuously) shall exercise the powers of a Vice President during any such officer’s absence, suspension, or inability to act.

6.10 Treasurer. The Treasurer shall have custody of the Association’s funds and securities, shall keep full and accurate accounts of receipts and disbursements, and shall deposit all moneys and valuable effects in the name and to the credit of the Association in such depository or depositories as may be designated by the Board of Directors or the president. Additionally, the Treasurer shall have the power to endorse (for deposit, collection, or otherwise)

 

15

all checks, drafts, notes, bills of exchange, and other commercial paper payable to the Association and to give proper receipts and discharges for all payments to the Association. The treasurer shall perform such other duties as may be prescribed from time to time by the Board of Directors, or a may be delegated from time to time by the President or any Vice President.

6.11 Assistant Treasurers. Each Assistant Treasurer shall perform such duties as may be prescribed from time to time by the Board of Directors, or as may be delegated from time to time by the Treasurer, the president, or any Vice President. The Assistant Treasurers (in the order designated by the Board of Directors by title or otherwise, or in the absence of such designation, as determined by the length of time each has held the office of Assistant Treasurer continuously) shall exercise the powers of the Treasurer during such officer’s absence, suspension, or inability to act.

6.12 Secretary. The Secretary shall maintain the Association’s minute books; shall include in such books the Articles of Association, these Bylaws, the minutes of all meetings of the Board of Directors, of any committee, and of the shareholders or consents in lieu of such minutes, and any other documents required by law, the Articles of Association, or these Bylaws to be included therein; and shall cause notice of meetings of the Board of Directors, committees, and shareholders to be given in accordance with and whenever required by law, the Articles of Association, or these Bylaws. With respect to any contract, instrument, or other document executed by the Association through its duly authorized officer or officers, the attestation to such execution by the Secretary or any other officer of the Association shall not be necessary to constitute such contract, instrument, or other document a valid or binding obligation of the Association unless the resolution, if any, of the Board of Directors authorizing such execution expressly states that such attestation is necessary. The Secretary shall have charge of the stock certificate books and stock transfer books of the Association and such other stock papers as the board of Directors may direct, all of which shall at all reasonable times be open to inspection by any director. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Director, or as may be delegated from time to time by the President or any Vice President.

6.13 Assistant Secretaries. Each Assistant Secretary shall perform such duties as may be prescribed from time to time by the Board of Directors, or as may be delegated from time to time by the secretary, the President, or any Vice President. The Assistant Secretaries (in the order designated by the Board of Directors by title or otherwise, or in the absence of such designation, as determined by the length of time each has held the office of Assistant Secretary continuously) shall exercise the powers of the secretary during such officer’s absence, suspension, or inability to act.

ARTICLE VII

Certificates and Stock Transfers

7.01 Issuance of Shares. The Board of Directors shall have the power and authority to issue shares of the Association’s capital stock authorized under the Articles of Association. Unissued shares may be issued, and treasury shares may be disposed of, at such times and far such consideration (expressed in U.S. dollars) as the Board of Directors shall fix and determine; provided, however, that if the Articles of Association reserve to the shareholders the right to fix

 

16

the consideration for the issuance of unissued shares without par value, the consideration shall be fixed, before such issuance, by vote of the holders of a majority of all shares entitled to vote thereon. The consideration for the issuance of unissued shares shall consist solely of money, property, or past services and shall be in an amount equaling or exceeding the par value or stated value of the shares, while treasury shares may be disposed of for money, property, past services, promissory notes, promises of future services, or any other form of consideration, whether or not the consideration paid for such treasury shares equals or exceeds their par value or stated value. The consideration for the issuance of shares as a share dividend shall consist of such surplus of the Association as is transferred to stated capital upon such dividend. Shares issued upon conversion or exchange of indebtedness or other shares of the Association shall be deemed issued in consideration of the sum of (a) the principal of and accrued interest on the indebtedness so converted or exchanged, or he stated capital then represented by the shares so converted or exchanged, (b) any surplus of the Association transferred to stated capital upon the issuance of shares for the converted or exchanged shares, and (c) any additional consideration paid to the Association upon the issuance of shares for indebtedness or shares so converted or exchanged. Unissued shares shall be deemed validly issued, fully paid, and nonassessable whenever the Association or any corporation of which the Association owns all outstanding shares shall have been paid the full amount of consideration fixed for the Association’s shares in accordance with the law and these Bylaws.

7.02 Certificates for Shares. Issued shares of the Association’s capital stock shall be evidenced by certificates that shall be in a form conforming with the law and approved by the Board of Directors. The certificates shall be consecutively numbered, shall be entered as they are issued in the books of the Association or in the records of the Association’s transfer agent, if any, and shall state the shareholder’s name, the number and class of shares, the par value of such shares or a statement that such shares shall be without par, and such other matters (including legends) as may be required by law. The certificates shall be signed by the President and the Secretary, or by any other officers of the Association so authorized by these Bylaws or by a resolution of the Board of Directors, and may be sealed with the seal of the Association or a facsimile thereof. The signatures of the foregoing officers may be facsimiles.

7.03 Lost, Stolen, or Destroyed Certificates. The Association shall issue, or shall cause its transfer agent or registrar to issue, a new certificate in place of any certificate for shares previously issued if, in accordance with and to the extent officers may be required by written instructions of the Association (and its transfer agent or registrar, if any), the registered owner of the certificate, or his legal representative:

 

  (a) makes proof by affidavit, in form and substance satisfactory to the Association (and its transfer agent or registrar, if any), that a previously issued certificate for shares has been lost, destroyed, or stolen;

 

  (b) requests the issuance of a new certificate before the Association (or its transfer agent or registrar, if any) has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

 

  (c)

delivers to the Association (and its transfer agent and registrar, if any) a bond, in form and substance satisfactory to Association (and its transfer agent and

 

17

  registrar, if any), with such surety or sureties and with fixed or open penalty, as the Association may direct, to indemnify the Association (and its transfer agent and registrar, if any) against any claim that may be made on account of the alleged loss, destruction, or theft of the certificate; and

 

  (d) satisfies any other reasonable requirements imposed by the Association (or its transfer agent or registrar, if any), including advertising the loss, theft, or destruction of such certificate in such manner as the Association (or its transfer agent or registrar, if any) may specify.

If the shareholder of record of a certificate that has been lost, stolen, or destroyed fails to notify the Association (its transfer agent and registrar, if any) within a reasonable time after he has notice of it, and if the Association (or its transfer agent or registrar, if any) registers a transfer of the shares represented by the certificate before receiving such notification, the shareholder of record shall be precluded from making any claim against the Association (or its transfer agent or registrar, if any) for the transfer or for a new certificate.

7.04 Transfer of Shares. Shares of stock of the Association shall be transferable only on the books of the Association by the shareholders thereof in person or by their duly authorized attorneys or legal representatives. The transfer of shares shall further be restricted by the terms of a Buy-Sell Agreement dated April 1, 1990 by and among the Association and its original shareholders. Upon surrender to the Association or the transfer agent of the Association of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Association or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. No shares of stock of the Association shall be owned by or transferred to any person who is not licensed in the State of Texas as a medical doctor.

7.05 Registered Shareholders. Except as otherwise provided by law, the Association shall be entitled to regard the shareholder in whose name any shares are registered in the Association’s share transfer records at any particular time (including without limitation, as of a record date) as the owner of such shares at that time for purposes of (i) voting those shares, (ii) receiving distributions thereon or notices in respect thereof, (iii) transferring those shares, (iv) exercising rights of dissent with respect to those shares, (v) exercising or waiving any pre-emptive right with respect to those shares, (vi) entering into agreements with respect to those shares in accordance with Article 2.20 or 2.30 of the Texas Business Corporation Act, or (vii) giving proxies with respect to those shares. Accordingly, the Association shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person whether or not the Association shall have actual or other notice thereof. Neither the Association nor any of its officers, directors, employees, or agents shall be liable for regarding such shareholder as the owner of those shares at that time for those purposes, regardless of whether that shareholder possesses a certificate for those shares.

 

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ARTICLE VIII

Indemnification

8.01 Definitions. As used in this Article VIII, the following terms have the indicated meanings:

 

  A. The term “Association” includes any domestic or foreign predecessor entity of the Association in a merger, consolidation, or other transaction in which the liabilities of the predecessor are transferred to the Association by operation of law, and in any other transaction in which the Association assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Article VIII.

 

  B. The term “director” means any person who is or was a director of the Association and any person who, while a director of the Association, is or was serving at the request of the Association as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other foreign or domestic corporation or of any foreign or domestic partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

 

  C. The term “expenses” includes court costs and attorneys’ fees.

 

  D. The term “Indemnitee” means (a) any person who is or was a director or officer of the Association and (b) any present or former director, officer, employee, or agent of the Association who, while so serving or engaged by the Association, is or was serving at the request of the Association (as provided in a resolution of the Board of Directors or as provided in Section 8.06 of these Bylaws) as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other foreign or domestic corporation or of any foreign or domestic partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise; provided, however, that the term “Indemnitee” shall not include any person specified in clause (b) of this paragraph D if a resolution of the Board of Directors, adopted at the time of the Association’s request for service as provided in such clause (b), excludes such person from this definition or from the benefits of Section 8.02 of these Bylaws.

 

  E. The term “official capacity” means:

 

  (a) when used with respect to a director, the office of director in the Association, and

 

  (b) when used with respect to a person other than a director, the elective or appointive office in the Association held by the officer or the employment or agency relationship undertaken by the employee or agent in behalf of the Association, but

 

  (c) in both clauses (a) and (b) of this paragraph E, does not include service for any other foreign or domestic corporation or for any foreign or domestic partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

 

  F. The term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative; any appeal in such an action, suit, or proceeding; and any inquiry or investigation that could lead to such an action, suit, or proceeding.

 

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8.02 Mandatory Indemnification.

 

  A. The Association shall indemnify and advance expenses to each Indemnitee to the fullest extent permissible under, and in accordance with, the laws of the State of Texas (including Article 2.02-1 of the Texas Business Corporation Act) as currently in effect or hereafter amended; provided, however, that no amendment, modification, or repeal of this Article VIII or of such laws of the State of Texas shall have the effect of decreasing the rights of any Indemnitee for any proceeding, event, or circumstance occurring before such amendment, modification, or repeal. Without limiting the generality of the foregoing:

 

  B. The Association shall indemnify each Indemnitee who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the Indemnitee is or was a director or officer of the Association or is or was serving at the request of the Association as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other foreign or domestic corporation or of any foreign or domestic partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, if it is determined in accordance with paragraph F of this Section 8.02 that the Indemnitee:

 

  (a) conducted himself in good faith; and

 

  (b) reasonably believed:

 

  (i) in the case of conduct in his official capacity, that his conduct was in the Association’s best interests; and

 

  (ii) in all other cases, that his conduct was at least not opposed to the Association’s best interests; and

 

  (c) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

 

  C. Except to the extent required or permitted by paragraph A or E of this Section 8.02, an Indemnitee may not be indemnified under paragraph B of this Section 8.02 in respect of a proceeding:

 

  (a) in which the Indemnitee is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity; or

 

  (b) in which the Indemnitee is found liable to the Association.

 

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  D. The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the Indemnitee did not meet the requirements set forth in paragraph B of this Section 8.02. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue, or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

 

  E. An Indemnitee shall be indemnified under this Section 8.02 against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the Indemnitee in connection with the proceeding; provided, however, that except to the extent required or permitted under paragraph A of this Section 8.02, if the Indemnitee is found liable to the Association or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indemnification

 

  (a) shall be limited to reasonable expenses actually incurred by the Indemnitee in connection with the proceeding, and

 

  (b) shall not be made in respect of any proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Association.

 

  F. Except to the extent required or permitted under paragraph A of this Section 8.02, a determination of indemnification under paragraph B of this Section 8.02 must be made:

 

  (a) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; or

 

  (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors (designated to act in the matter by a majority vote of all directors) consisting solely of one (1) or more directors who at the time of the vote are not named defendants or respondents in the proceeding; or

 

  (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clause (a) or (b) of this paragraph F, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or

 

  (d) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding.

 

  G.

Except to the extent required or permitted under paragraph A of this Section 8.02, each authorization of indemnification and determination as to reasonableness of

 

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  expenses must be made in the same manner as the determination that indemnification is permissible under paragraph F of this Section 8.02, except as provided in the next sentence and except that, if the determination that indemnification is permissible is made by special legal counsel, the authorization of indemnification and determination as to reasonableness of expenses also must be made in the manner specified by clause (c) of such paragraph F for the selection of special legal counsel. This Section 8.02 (and any provision hereafter contained in the Articles of Association, in any resolution of shareholders or directors, or in any agreement that makes mandatory the indemnification permitted under this Section 8.02) shall be deemed to constitute an authorization of indemnification in the manner and of the type required by the preceding sentence of this paragraph G, even though this Section 8.02 (or any such provision) may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.

 

  H. The Association shall indemnify each Indemnitee against reasonable expenses incurred by him in connection with a proceeding in which he is a named defendant or respondent because he is or was a director or officer of the Association or is or was serving at the request of the Association as a director, officer, partner, venture, proprietor, trustee, employee, agent, or similar functionary of any other foreign or domestic corporation or of any foreign or domestic partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

 

  I. If, in the suit for indemnification required by paragraph H of this Section 8.02, a court of competent jurisdiction determines that the Indemnitee is entitled to indemnification under such paragraph H, the court shall order indemnification and shall award to the Indemnitee the expenses incurred in securing the indemnification.

 

  J. If, upon application of an Indemnitee, a court of competent jurisdiction determines, after giving any notice the court considers necessary, that the Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he has met the requirements set forth in paragraph B of this Section 8.02 or has been found liable in the circumstances described by paragraph C of this Section 8.02, the court may order the indemnification that the court determines is proper and equitable; but if the Indemnitee is found liable to the Association or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indemnification shall be limited to reasonable expenses actually incurred by the Indemnitee in connection with the proceeding.

 

  K.

Reasonable expenses incurred by an Indemnitee who was, is, or is threatened to be made a defendant or respondent in a proceeding may be paid or reimbursed by the Association in advance of the final disposition of the proceeding and without the determination specified in paragraph F of this Section 8.02 or the

 

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  authorization or determination specified in paragraph G of this Section 8.02, after the Association receives a written affirmation by the Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification under this Section 8.02 and a written undertaking by or on behalf of the Indemnitee to repay the amount paid or reimbursed if it is ultimately determined that he has not met that standard or if it is ultimately determined that indemnification of the Indemnitee against expenses incurred by him in connection with that proceeding is prohibited by paragraph E of this Section 8.02. A provision contained in the Articles of Association, these Bylaws, a resolution of shareholders or directors, or an agreement that renders mandatory the payment or reimbursement permitted under this paragraph K shall be deemed to constitute authorization of that payment or reimbursement.

 

  L. The written undertaking required by paragraph K of this Section 8.02 must be unlimited general obligation of the Indemnitee but need not be secured, and may be accepted without reference to any financial ability to make repayment.

8.03 Incorporator Indemnification. The Association shall, to the fullest extent permissible under, and in accordance with, the laws of the State of Texas (including Article 2.02-1 of the Texas Business Corporation Act) as currently in effect or hereafter amended, indemnify and hold harmless the incorporator of the Association from and against any and all expenses incurred by such incorporator by virtue of the incorporation of the Association by such incorporator and other services provided by such incorporator.

8.04 Changes in Mandatory Indemnification. The rights of indemnification and advancement of expenses provided under Sections 8.02 and 8.03 of these Bylaws shall be expanded, automatically and without any further action by the Board of Directors or shareholders of the Association, to include any additional rights that are required or permitted by any and all laws of the State of Texas that are enacted, adopted, or otherwise promulgated after the date such Sections 8.02 and 8.03 were first approved by the Board of Directors. Furthermore, such Sections 8.02 and 8.03 shall be deemed a contract between the Association and each Indemnitee and the incorporator, respectively. Accordingly, although this Article VIII (including without limitation such Sections 8.02 and 8.03) may be modified, amended, or repealed in the manner provided in Section 9.06 of these Bylaws, with or without the consent of any Indemnitee or the incorporator, no such modification, amendment, or repeal shall have the effect of decreasing or eliminating any rights under this Article VIII of any Indemnitee or the incorporator with respect to any proceeding, event, or circumstance occurring before such modification, amendment, or repeal.

8.05 Optional Indemnification. Notwithstanding any other provision of this Article VIII, the Association (pursuant to a resolution adopted by the Board of Directors, a committee thereof, or the shareholders in the manner specified by paragraph F of Section 8.02):

 

  (a) may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding; and

 

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  (b) may indemnify and advance expenses to persons who are not or were not officers, employees, or agents of the Association, but who are or were serving at the request of the Association as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other foreign or domestic corporation or of any foreign or domestic partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise to the same extent that the Association may indemnify and advance expenses to Indemnitees under this Article VIII; and

 

  (c) may indemnify and advance expenses to any officer, employee, agent, or person identified in clause (b) of this Section 8.05 and who is not a director to such further extent, consistent with law, as may be provided by the Articles of Incorporation, these Bylaws, general or specific action of the Board of Directors, or contract or as permitted or required by common law.

8.06 Insurance. The Association may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee, or agent of the Association or who is or was serving at the request of the Association as a director, officer, partner, venture, proprietor, trustee, employee, agent, or similar functionary of any other foreign or domestic corporation or of any foreign or domestic partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Association would have the power to indemnify him against that liability under this Article VIII. If the insurance or other arrangement is with a person that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Association would not have the power to indemnify an Indemnitee only if including coverage for the additional liability has been approved by the shareholders of the Association. Without limiting the power of the Association to procure or maintain any kind of insurance or other arrangement, the Association may, for the benefit of Indemnitees or other persons indemnified by the Association, (a) create a trust fund, (b) establish any form of self-insurance, (c) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Association, or (d) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Association or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Association. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive, and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.

8.07 Notice of Indemnification. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article VIII shall be reported in writing to the shareholders of the Association with or before the notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the twelve (12) month period immediately following the date of the indemnification or advance.

 

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8.08 Employee Benefit Plans. For purposes of this Article VIII, the Association is deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to the Association also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed with respect to an employee benefit plan pursuant to applicable law are deemed fines. Action taken or omitted by any director, officer, employee, or agent of the Association, or any other person serving at the request of the Association, with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose that is not opposed to the best interest of the Association.

ARTICLE IX

Miscellaneous Provisions

9.01 Distributions; Reserves; Share Dividends.

 

  A. Subject to provisions of the law and the Articles of Association, the Board of Directors at any regular or special meeting thereof may authorize distributions, and the Association may pay such distribution. Such authorization and payment shall be at the discretion of the Board of Directors. A distribution, however, may not be made by the Association if (a) after giving effect to the distribution, the Association would be insolvent, or (b) the distribution exceeds the surplus of the Association.

 

  B. Notwithstanding the limitation set forth in clause (b) of paragraph A of this Section 9.01, if the net assets of the Association are not less than the amount of the proposed distribution, the Association may make a distribution involving a purchase or redemption of any of its own shares of the purchase or redemption is made by the Association to (a) eliminate fractional shares, (b) collect or compromise indebtedness owed by or to the Association, (c) pay dissenting shareholders entitled to payment for their shares under the Texas Business Corporation Act, or (d) effect the purchase or redemption of redeemable shares in accordance with the Texas Business Corporation Act.

 

  C. Notwithstanding the limitations set forth in paragraph A or B of this Section 9.01, (a) the Association may make distributions pursuant to a liquidation and dissolution of the Association in compliance with Article 6.04, 7.09, or 7.12 of the Texas Business Corporation Act, (b) the Association may create, by resolution of the Board of Directors, a reserve or reserves out of its surplus or designate or allocate any part or all of such surplus in any manner for any proper purpose or purposes, and may increase, decrease, or abolish any such reserve, designation, or allocation, in the same manner, and (c) the Board of Directors may authorize and Association may pay share dividends, subject to any restrictions in the Articles of Association and to the limitations set forth in Article 2.38-1 of the Texas Business Corporation Act.

 

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9.02 Fiscal Year. The fiscal year of the Association shall be fixed by the Board of Directors; provided, however, that if such fiscal year is not fixed by the Board of Directors, it shall be the calendar year.

9.03 Seal. The seal, if any, of the Association shall be in such form as may be approved from time to time by the Board of Directors. The affixation of such seal or a facsimile thereof shall not be required to create a valid and binding obligation against the Association.

9.04 Resignation. Any director, committee member, officer, assistant officer, or agent may resign by so stating at any meeting of the Board of Directors or by giving written notice to the Association. The effective time of such resignation shall be any time specified in the statement made at the Board of Directors’ meeting or in the written notice given to the Association, or immediately if no time is specified or if an earlier time than when given is specified. In no event may the effective time of such resignation be before the time such statement is made or such notice is given. Unless a resignation specifies otherwise, it is effective without being accepted.

9.05 Securities of Other Corporations. The President or any Vice President of the Association, or any other person or committee authorized by resolution of the Board of Directors, shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer that may be held or owned by the Association and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

9.06 Amendment. Except as provided in the articles of Incorporation, the power to alter, amend, or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors, unless the Association’s shareholders in altering, amending, repealing, or adopting a particular Bylaw expressly provide that the Board of Directors may not alter, amend or repeal that Bylaw or adopt a new Bylaw to replace that Bylaw. The Association’s shareholder also may alter, amend, or repeal the Bylaws or adopt new Bylaws even though the Bylaws may also be altered, amended, repealed, or adopted by the Board of Directors.

9.07 Invalid Provisions. If any provision of these Bylaws is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and these Bylaws shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. The remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance, herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of these Bylaws a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision is in terms to such illegal, invalid, or unenforceable provision as may be possible.

9.08 Interested Persons. No contract or transaction between the Association and one or more of its directors, officers, employees, agents, or shareholders, or between the Association

 

26

and any other corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise in which one or more of the Association’s directors, officers, employees, agents, or shareholders are themselves directors, officers, employees, agents, or shareholders, or similar functionaries, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director, officer, employee, agent, or shareholder is present at or participates in any meeting of the Board of Directors, any committee thereof, or the shareholders at which the contract or transaction is approved or authorized, or solely because his or their votes are counted for such purpose, if:

 

  (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

 

  (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

 

  (c) the contract or transaction is fair as to the Association as of the time it is authorized, approved, or ratified, by the Board of Directors, a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of the quorum at a meeting of the Board of Directors or of a committee authorizing or approving the contract or transaction, and common or interested shareholders may be counted in determining the presence of a quorum at a meeting of the shareholders authorizing or approving the contract or transaction.

9.09 Table of Contents; Headings. The Table of Contents and heading used in these Bylaws have been inserted for convenience only and do not constitute matter to be construed or interpreted in connection with these Bylaws.

9.10 Gender; Number, Etc. Unless the context otherwise requires, (a) the masculine gender shall include each other gender, (b) words using the singular number, respectively, (c) the term “including” and derivative or similar words shall mean “including, but not limited to,” and (d) the term “person” shall include any natural person, corporation, partnership, joint venture, proprietorship, trust, union, association, or other entity or authority.

 

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The undersigned Secretary of the Association hereby certifies that the foregoing Bylaws were adopted by the Board of Directors as of the 28 day of June, 1991, TO WITNESS WHICH I have hereunto affixed my signature.

 

/s/ Kenneth J. Trimmer, M.D.

Kenneth Trimmer, M.D.,

Secretary

 

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EX-3.259 150 d805253dex3259.htm EX-3.259 EX-3.259

Exhibit 3.259

ARTICLES OF INCORPORATION

OF

PAIN PHYSICIANS OF CENTRAL FLORIDA P.A.

ARTICLE I - NAME

The name of this corporation is Pain Physicians of Central Florida, P.A. (the “Professional Association”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Professional Association is organized for the purpose of practicing medicine and transacting any or all lawful business for professional corporations for profit organized under the Florida Professional Service Corporation and Limited Liability Company Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 515 East Park Avenue, Tallahassee, FL 32301.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 515 East Park Avenue, Tallahassee, FL 32301; and the name of the initial registered agent of this Corporation at that address is NRAI Services, Inc.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the initial director of this Corporation is:

Andrew Greenfield, M.D.

c/o NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

 

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ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Andrew Greenfield, M.D.

c/o NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 22nd day of November, 2011.

 

/s/ Andrew Greenfield

Andrew Greenfield, M.D., Incorporator

 

2

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Pain Physicians of Central Florida, P.A. (the “Professional Association”), desiring to organize under the laws of the State of Florida, has named NRAI Services, Inc. as its agent to accept service of process within this state.

NRAI Services, Inc.

515 East Part Avenue

Tallahassee, FL 32301

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, NRAI Services, Inc., hereby agrees to act in this capacity, and further agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 22nd day of November, 2011.

 

NRAI SERVICES, INC.
By:  

/s/ Peter F. Souza

Name:  

Peter F. Souza

Title:  

Assistant Secretary

 

3

EX-3.260 151 d805253dex3260.htm EX-3.260 EX-3.260

Exhibit 3.260

BY-LAWS

OF

PAIN PHYSICIANS OF CENTRAL FLORIDA, P.A.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the professional association (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the

 

2

shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

 

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ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

 

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Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

5

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

 

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A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an

 

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employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

 

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Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

 

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ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Any certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the

 

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purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay

 

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pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances

 

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because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

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Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of PAIN PHYSICIANS OF CENTRAL FLORIDA, P.A. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of November 23, 2011.

 

/s/ Andrew Greenfield

Andrew Greenfield, Secretary

 

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EX-3.261 152 d805253dex3261.htm EX-3.261 EX-3.261

Exhibit 3.261

ARTICLES OF INCORPORATION

OF

SHERIDAN ACQUISITION ASSOCIATES, P.A.

ARTICLE I – NAME

The name of the professional corporation is SHERIDAN ACQUISITION ASSOCIATES, P.A. (the “Professional Association”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida Law.

ARTICLE III - PURPOSE

The Professional Association is organized for the purpose of practicing medicine and transacting any or all lawful business for professional corporations for profit organized under the Florida Professional Service Corporation and Limited Liability Company Act of the state of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and set address of the principal office of this Professional Association, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Professional Association shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT AND

REGISTERED OFFICE

The mailing and street address of the initial registered office of this Professional Association is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Matrus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Professional Association shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Professional Association’s Bylaws, but shall never be less than one (1). The name and address of the initial director of this Professional Association is:

Gilbert L. Drozdow, M.D.

1613 North Harrison Parkway, Suite 200

Sunrise, Florida 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, Florida 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 28th day of September, 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

That SHERIDAN ACQUISITION ASSOCIATES, P.A. (the “Professional Association”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Acquisition Associates, P.A.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGEMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of any duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 28th day of September, 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator
 EX-3.262 153 d805253dex3262.htm EX-3.262 EX-3.262

Exhibit 3.262

BY-LAWS

OF

SHERIDAN ACQUISITION ASSOCIATES, P.A.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the professional association (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of

Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the

 

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affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of

 

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Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting. Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a

 

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meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

 

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The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

 

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ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable

 

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to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of

 

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series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

 

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The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

 

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The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the Corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or

 

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decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses

 

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than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The

 

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requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and

 

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administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

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ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN ACQUISITION ASSOCIATES, P.A. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of September 28, 2006.

 

/s/ Gilbert Drozdow, Secretary

Gilbert Drozdow, Secretary

 

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EX-3.263 154 d805253dex3263.htm EX-3.263 EX-3.263

Exhibit 3.263

ARTICLES OF INCORPORATION

OF

SHERIDAN ACQUISITION ASSOCIATES II, P.A.

ARTICLE I - NAME

The name of the professional corporation is SHERIDAN ACQUISITION ASSOCIATES II, P.A. (the “Professional Association”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Professional Association is organized for the purpose of practicing medicine and transacting any or all lawful business for professional corporations for profit organized under the Florida Professional Service Corporation and Limited Liability Company Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Professional Association, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Professional Association shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Professional Association is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Professional Association shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Professional Association’s Bylaws, but shall never be less than one (1). The name and address of the initial director of this Professional Association is:

Gilbert L. Drozdow, M.D.

1613 North Harrison Parkway, Suite 200

Sunrise, Florida 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus, Esq.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 9 day of October, 2007.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That SHERIDAN ACQUISITION ASSOCIATES II, P.A. (the “Professional Association”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Professional Association, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 9th day of October, 2007.

 

/s/ Jay Martus

Jay A. Martus, Registered Agent
 EX-3.264 155 d805253dex3264.htm EX-3.264 EX-3.264

Exhibit 3.264

BY-LAWS

OF

SHERIDAN ACQUISITION ASSOCIATES II, P.A.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the professional association (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

 

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Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer. The Corporation may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

 

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A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. A Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

 

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Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’

 

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meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination. The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or

 

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the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the

 

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commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

 

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I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN ACQUISITION ASSOCIATES II, P.A. are the Bylaws duly adopted by the sole Shareholder of the Corporation pursuant to a written consent to organizational action dated as of October 10, 2007.

 

/s/ Gilbert Drozdow, Sec

Gilbert Drozdow, Secretary

 

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EX-3.265 156 d805253dex3265.htm EX-3.265 EX-3.265

Exhibit 3.265

ARTICLES OF INCORPORATION

OF

SHERIDAN ANESTHESIA SERVICES OF MARYLAND, P.C.

FIRST: The undersigned, Cathy Zeman Scheineson, whose address is 600 Thirteenth Street, N.W., Washington, D.C. 20005, being an individual at least 18 years of age, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a professional service corporation for profit pursuant to the provisions of the Maryland Professional Service Corporation Act.

SECOND: The name of the corporation is Sheridan Anesthesia Services of Maryland, P.C. (hereinafter referred to as the (“Corporation”).

THIRD: The Corporation is organized to practice the profession of medicine, and its purposes in furtherance of the practice of such profession are as follows:

To engage in every phase and aspect of the business of rendering the same professional services to the public that a practitioner, duly licensed or otherwise legally authorized to practice the profession of medicine under the laws of the State of Maryland, is authorized to render, but such professional services shall be rendered only through officers, employees and agents of the Corporation authorized by the laws of the State of Maryland to render such professional services as individuals.

To have in furtherance of the corporate purposes, all of the general powers conferred upon corporations organized under the Maryland General Corporation Law, subject to any limitations thereof contained in these Articles of Incorporation, in Section 2-103 of the General Corporation Law, or in any other laws of the State of Maryland.

FOURTH: The address of the principal office of the Corporation in the State of Maryland is 300 East Lombard Street, Baltimore, Maryland 21202.

FIFTH: The name of the registered agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202.

SIXTH: The number of shares which the Corporation is authorized to issue is one thousand (1,000), all of which are of a par value of one cent ($.01) and are of the same class and are to be common shares.

SEVENTH: The number of directors of the Corporation shall be one (1), which number may be increased or decreased pursuant to the bylaws a the Corporation, and so long as there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders and the name of the director who shall act until the first meeting or until his successor is duly chosen and qualified is Gilbert L. Drozdow, MD.

EIGHTH: No current or former director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that this provision shall not eliminate liability of a director if it is proved that (i) the act or omission of the director was material to the cause of action adjudicated and the act or omission either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the director actually received an improper personal benefit in money, property or services; or (iii) in the case of a criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. If the Maryland General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the Maryland General Corporation Law, as so amended from time to time. No amendment or repeal of this paragraph shall adversely affect any of the rights or protection afforded to a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

NINTH: The Corporation shall indemnify and hold harmless any current or former director of the Corporation from and against any and all judgments, penalties, fines, settlements and reasonable expenses incurred by such director as such judgments, penalties, fines, settlements and expenses arise out of or in respect of, or result from any action against such director for a breach of fiduciary duty; provided, however, that the Corporation shall not indemnify and hold harmless such director if it is proved that (i) the act or omission of the director was material to the cause of action adjudicated and the act or omission either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the director actually received an improper personal benefit in money, property or services; or (iii) in the case of a criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. If the Maryland General Corporation Law is hereafter amended to authorize corporate action further expanding the power of the Corporation to indemnify its directors, then the Corporation shall indemnify the directors to the fullest extent permitted by the Maryland General Corporation Law, as so amended from time to time. No amendment or repeal of this paragraph shall adversely affect any of the rights or protection afforded to a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

 

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IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act.

 

/s/ Cathy Zeman Scheineson

Cathy Zeman Scheineson, Sole Incorporator

On behalf of The Corporation Trust Incorporated, I hereby consent to the designation in this document as resident agent for this Corporation.

 

THE CORPORATION TRUST INCORPORATED
By:  

 

Name:  

 

Title:  

 

RETURN TO:

Cathy Zeman Scheineson, Esq.

McDermott, Will & Emery

600 Thirteenth Street, N.W.

Washington, D.C. 20005-3096

 

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EX-3.266 157 d805253dex3266.htm EX-3.266 EX-3.266

Exhibit 3.266

BY-LAWS

OF

SHERIDAN ANESTHESIA SERVICES OF MARYLAND, P.C.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the association for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Association’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Association. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Association or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Association,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Association’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Association’s principal place of business, Secretary, or other officer or agent of the Association having custody of the Association’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Maryland Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed under the direction of, the

 

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Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Maryland. Directors shall be Shareholders and shall be duly licensed or otherwise legally qualified to practice medicine in the State of Maryland.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Association shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Association must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

 

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Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Association or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least three (3) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

 

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Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Association shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Association has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices, provided that the President and the Secretary shall not be the same person unless the

 

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Association has only one Shareholder. All officers of the Association shall be Shareholders and shall be and continuously remain duly licensed or otherwise legally qualified to practice medicine in the State of Maryland. Officers need not be Directors except that the President shall be a Director.

Section 2 Duties. The officers of this Association shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the association and shall have general and active management of the business and affairs of the association subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

 

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Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Secretary or Board of Directors of the Association. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Association accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Association. Unless provided for in an employment agreement between the Association and an officer, all officers of the Association serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Association’s checking accounts. The Association shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary. Shares may be issued for such consideration (not less than par value) and to such persons who are duly licensed or otherwise legally qualified to practice medicine in the State of Maryland as the Board of Directors may determine from time to time.

 

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Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Association shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Maryland, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Association shall be transferred on its books only after the surrender to the Association of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, pursuant to Section 1, above, and the transaction recorded on the books of the Association.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Association, a new certificate shall be issued upon the delivery to association of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

Section 6 Legend. Each certificate representing shares of ownership of the Association shall bear the following legend:

The shares represented by this certificate shall not be transferred, sold, assigned, pledged, or hypothecated except to an individual who is duly licensed or otherwise legally authorized to practice medicine in the State of Maryland.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Association to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Association’s assets to be less than its liabilities plus the amount necessary, if the Association were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Association may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Maryland Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Association shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Association.

(B) The Association shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Association shall keep a copy of: its articles or restated articles of association and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The association shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Association’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Association written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Association, any of the following records of the Association if the shareholder gives the Association written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with

 

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the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Association; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Association.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Association to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Association may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Association or of any other association, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Association or any other association.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the. Association shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Association and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Association on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Association’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Association shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Association to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Association shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Association indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Association, the Association shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Association issues or authorizes the issuance of shares for promises to render services in the future, the Association shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the association, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Association shall, and does hereby, indemnify, to the fullest extent permitted or authorized by the Maryland Business Corporation Act or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Association to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Association shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a

 

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Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Association within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Association to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Association to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Association as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Association shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Association within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon

 

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approval of the indemnified person, authorize the Association’s counsel to represent the person in any action, suit or proceeding, whether or not the Association is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Association denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Association. There shall be a defense available to the Association to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Association. Neither: (a) the failure of the Association (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Association (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Association and each director, officer and employee of the Association described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Maryland Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Association arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Association shall have the authority, by resolution, to provide for indemnification of employees or agents of the Association and for any other indemnification of the directors, officers and employees of the Association, as it deems appropriate.

Section 5 Insurance. The association may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association,

 

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partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Association would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Maryland Business Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Association shall nevertheless indemnify each director, officer and employee of the Association described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the affirmative vote of the Board of Directors.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Association.

 

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I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN ANESTHESIA SERVICES OF MARYLAND, P.C. are the Bylaws duly adopted by the sole director of the Association pursuant to a written consent to organizational action dated as of March 22, 2004.

 

/s/ Gilbert L. Drozdow, Secretary

Gilbert L. Drozdow, Secretary

 

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EX-3.267 158 d805253dex3267.htm EX-3.267 EX-3.267

Exhibit 3.267

ARTICLES OF INCORPORATION

OF

SHERIDAN ANESTHESIA SERVICES OF MINNESOTA, P.C.

The undersigned individual, being of full age, for the purpose of forming a corporation under and pursuant to Chapters 302A and 319B of the Minnesota Statutes, as amended, hereby adopts the following Articles of Incorporation:

ARTICLE 1 – NAME

1.1) The name of the corporation shall be Sheridan Anesthesia Services of Minnesota, P.C.

ARTICLE 2 – REGISTERED OFFICE AND AGENT

2.1) The registered office of the corporation is located at 100 South Fifth Street, Suite 1075, Minneapolis, Minnesota 55402. The name of the registered agent is C T Corporation System, Inc.

ARTICLE 3 – PROFESSIONAL FIRM

3.1) This corporation elects to operate under, and acknowledges that the corporation is subject to, Sections 319B.01 to 319B.40 of the Minnesota Statutes, the Minnesota Professional Firms Act. The corporation shall function as a professional firm to render the professional services of medicine licensed under Sections 147.01 to 147.22 of the Minnesota Statutes, and acts amendatory thereof, or pursuant to a license or certificate issued by another state pursuant to similar laws, and the services ancillary thereto; provided, that the terms “professional firm” and “professional services” shall have the meanings determined by Chapter 319B, Minnesota Statutes, the Minnesota Professional Firms Act.

ARTICLE 4 – CAPITAL STOCK

4.1) Authorized Shares. The aggregate number of shares the corporation has authority to issue shall be 1,000 common shares, which shall have a par value of $.01 per share solely for the purpose of a statute or regulation imposing a tax or fee based upon the capitalization of the corporation.

4.2) Issuance of Shares. Subject to the provisions of Minnesota Statutes, Section 319B.07, the Board of Directors of the corporation is authorized from time to time to accept subscriptions for, issue, sell and deliver shares of any class or series of the corporation to such persons, at such times and upon such terms and conditions as the Board shall determine, establishing a price in money or other consideration, or a minimum price, or a general formula or method by which the price will be determined.

ARTICLE 5 – RIGHTS OF SHAREHOLDERS

5.1) No Preemptive Rights. No shares of any class or series of the corporation shall entitle the holders to any preemptive rights to subscribe for or purchase additional shares of that class or series or any other class or series of the corporation now or hereafter authorized or issued.

5.2) No Cumulative Voting Rights. There shall be no cumulative voting by the shareholders of the corporation.

ARTICLE 6 – DIRECTOR

6.1) Name. The name of the person constituting the first Board of Directors is as follows:

Gilbert Drozdow, M.D

ARTICLE 7 – MERGER, EXCHANGE, SALE OF ASSETS, AND DISSOLUTION

7.1) Where approval of shareholders is required by law, the affirmative vote of the holders of at least a majority of the voting power of all shares entitled to vote shall be required to authorize the corporation (i) to merge into or with one or more other Minnesota Professional Firms or Foreign Professional Firms, (ii) to exchange its shares for shares of one or more other Minnesota Professional Firms or Foreign Professional Firms, (iii) to sell, lease, transfer or otherwise dispose of all or substantially all of its property and assets, including its good will, or (iv) to commence voluntary dissolution.

ARTICLE 8 – AMENDMENT OF ARTICLES OF INCORPORATION

8.1) After the issuance of shares by the corporation, any provision contained in these Articles of Incorporation may be amended, altered, changed or repealed by the affirmative vote of the holders of at least a majority of the voting power of all shares entitled to vote or such greater percentage as may be otherwise prescribed by the laws of the State of Minnesota.

ARTICLE 9 – LIMITATION OF DIRECTOR LIABILITY

9.1) To the fullest extent permitted by Chapter 302A, Minnesota Statutes, as the same exists or may hereafter be amended, a director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE 10 – INCORPORATOR

10.1) The name and mailing address of the incorporator is Gilbert Drozdow, M.D., c/o C T Corporation System, Inc., 100 South Fifth Street, Suite 1075, Minneapolis, Minnesota 55402.

 

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IN WITNESS WHEREOF, the undersigned incorporator has hereunto set his hand this 23rd day of January, 2013.

 

/s/ Gilbert Drozdow

Gilbert Drozdow, M.D., Incorporator

 

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ARTICLES OF CORRECTION

OF

SHERIDAN ANESTHESIA SERVICES OF MINNESOTA, P.C.

Pursuant to the provisions of Minnesota Statutes, Section 5.16, the Articles of Incorporation of Sheridan Anesthesia Services of Minnesota, P.C. filed with the Secretary of State of the State of Minnesota on January 23, 2013, which set forth the incorrect director in Article 6, is hereby restated to read as follows:

“Article 6 – Director

6.1) Name. The name of the person constituting the first Board of Directors is as follows:

Carey Weiss, M.D.”

I swear that the foregoing is true and accurate and that I have the authority to sign this document on behalf of the corporation.

 

/s/ Gilbert Drozdow

Gilbert Drozdow, M.D., Incorporator
 EX-3.268 159 d805253dex3268.htm EX-3.268 EX-3.268

Exhibit 3.268

BYLAWS

OF

SHERIDAN ANESTHESIA SERVICES OF MINNESOTA, P.C.

ARTICLE 1.

OFFICES

1.1) Offices. The address of the registered office of the corporation shall be designated in the Articles of Incorporation, as amended from time to time. The principal executive office of the corporation shall initially be located at 1613 N. Harrison Parkway, Suite 200, Sunrise, FL 33323, and the corporation may have offices at such other places within or without the State of Minnesota as the Board of Directors shall from time to time determine or the business of the corporation requires.

ARTICLE 2.

MEETINGS OF SHAREHOLDERS

2.1) Regular Meetings. Regular meetings of the shareholders of the corporation entitled to vote shall be held on an annual or other less frequent basis as shall be determined by the Board of Directors or by the chief executive officer; provided, that if a regular meeting has not been held during the immediately preceding fifteen (15) months, a shareholder or shareholders holding three percent (3%) or more of the voting power of all shares entitled to vote may demand a regular meeting of shareholders by written notice of demand given to the chief executive officer or chief financial officer of the corporation. At each regular meeting, the shareholders, voting as provided in the Articles of Incorporation and these Bylaws, shall elect qualified successors for directors who serve for an indefinite term or for directors whose terms have expired or are due to expire within six months after the date of the meeting, and shall transact such other business as shall come before the meeting. No meeting shall be considered a regular meeting unless specifically designated as such in the notice of meeting or unless all the shareholders entitled to vote are present in person, by proxy or by means of remote communication and none of them objects to such designation.

2.2) Special Meetings. Special meetings of the shareholders entitled to vote may be called at any time by the Chairman of the Board, the chief executive officer, the chief financial officer, two or more directors, or a shareholder or shareholders holding ten percent (10%) or more of the voting power of all shares entitled to vote who shall demand such special meeting by giving written notice of demand to the chief executive officer or the chief financial officer specifying the purposes of the meeting.

2.3) Meetings Held Upon Shareholder Demand. Within thirty (30) days after receipt by the chief executive officer or the chief financial officer of a demand from any shareholder or shareholders entitled to call a regular or special meeting of shareholders, the Board of Directors shall cause such meeting to be called and held on notice no later than ninety (90) days after receipt of such demand. If the Board of Directors fails to cause such a meeting to be called and held, the shareholder or shareholders making the demand may call the meeting by giving notice as provided in Section 2.5 hereof at the expense of the corporation.

2.4) Place of Meetings. Meetings of the shareholders shall be held at the principal executive office of the corporation or at such other place, within or without the State of Minnesota, as is designated by the Board of Directors, except that a regular or special meeting called by or at the demand of a shareholder shall be held in the county where the principal executive office of the corporation is located. Notwithstanding the foregoing, the Board of Directors may determine that a regular or special meeting of shareholders shall be held solely by means of remote communication in accordance with Section 2.7 below.

2.5) Notice of Meetings. Except as otherwise specified in Section 2.6 or required by law, a written notice setting out the place, date and hour of any regular or special meeting shall be given to each holder of shares entitled to vote not less than 10 (ten) nor more than sixty (60) days prior to the date of the meeting; provided, that notice of a meeting at which there is to be considered a proposal (i) to dispose of all, or substantially all, of the property and assets of the corporation or (ii) to dissolve the corporation shall be given to all shareholders of record, whether or not entitled to vote; and provided further, that notice of a meeting at which there is to be considered a proposal to adopt a plan of merger or exchange shall be given to all shareholders of record, whether or not entitled to vote, at least fourteen (14) days prior thereto. Notice of any special meeting shall state the purpose or purposes of the proposed meeting, and the business transacted at all special meetings shall be confined to the purposes stated in the notice.

Notice of a meeting may be given in a form of electronic communication consented to by the shareholder to whom the notice is given and is effective when directed to the shareholder in a manner to which the shareholder has consented. If notice is given by a posting or an electronic network, a separate notice must be given to the shareholder of the specific posting, and notice is deemed given on the later of the posting or the giving of the separate notice. Consent by a shareholder to notice by electronic communication may be given in writing or by authenticated electronic communication.

2.6) Waiver of Notice. A shareholder may waive notice of any meeting before, at or after the meeting, in writing, orally or by attendance. Attendance at a meeting by a shareholder is a waiver of notice of that meeting unless the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not be lawfully considered at such meeting and does not participate in the consideration of the item at such meeting.

2.7) Shareholder Meetings Held Solely by Means of Remote Communications. If determined by the Board of Directors, a regular or special meeting of shareholders may be held solely by any combination of means of remote communication through which the shareholders may participate in the meeting, if notice of the meeting is given to every holder of shares entitled to vote, and if the number of shares held by the shareholders participating in the meeting would be sufficient to constitute a quorum at a meeting. Participation by a shareholder by that means constitutes presence at the meeting in person or by proxy if all the other requirements of applicable to proxies are met. The corporation shall implement reasonable measures to verify that each shareholder deemed present by means of remote communication and entitled to vote at the shareholder meeting is a shareholder and to provide each shareholder participating by means of remote communication with a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders.

 

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2.8) Participation in Shareholder Meetings by Remote Communication. If determined by the Board of Directors and provided the corporation implements the measures described in the last sentence of Section 2.7, a shareholder not physically present in person or by proxy at a regular or special meeting of shareholders may, by means of remote communication, participate in a meeting of shareholders held at a designated place. Participation by a shareholder by that means constitutes presence at the meeting in person or by proxy if all the other requirements applicable to proxies are met.

2.9) Quorum and Adjourned Meeting. The holders of a majority of the voting power of the shares entitled to vote at a meeting, represented either in person or by proxy, shall constitute a quorum for the transaction of business at any regular or special meeting of shareholders. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally present leaves less than the proportion or number otherwise required for a quorum. In case a quorum is not present at any meeting, those present shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of shares entitled to vote shall be represented. At such adjourned meeting at which the required amount of shares entitled to vote shall be represented, any business may be transacted which might have been transacted at the original meeting.

2.10) Voting. At each meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person, by proxy duly appointed by an instrument in writing subscribed by such shareholder or, if determined by the Board of Directors, by means of remote communication. Each shareholder shall have one (1) vote for each share having voting power standing in each shareholder’s name on the books of the corporation except as may be otherwise provided in the terms of the share. Upon the demand of any shareholder, the vote for directors or the vote upon any question before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the voting power of the shares present and entitled to vote on the election of directors at a meeting at which a quorum is present, unless otherwise provided in the Articles of Incorporation. All questions shall be decided by a majority vote of the number of shares entitled to vote and represented at any meeting at which there is a quorum except in such cases as shall otherwise be required by statute or the Articles of Incorporation.

2.11) Action Without a Meeting. An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action (or such lesser number of shareholders as may be permitted by the Articles of Incorporation).

 

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2.12) Order of Business. The suggested order of business at any regular meeting and, to the extent appropriate, at all other meetings of the shareholders shall, unless modified by the presiding chairman, be:

 

  1. Call of roll

 

  2. Proof of due notice of meeting or waiver of notice

 

  3. Determination of existence of quorum

 

  4. Reading and disposal of any unapproved minutes

 

  5. Reports of officers and committees

 

  6. Election of directors

 

  7. Unfinished business

 

  8. New business

 

  9. Adjournment.

ARTICLE 3.

DIRECTORS

3.1) General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors.

3.2) Number, Term and Qualifications. The Board of Directors shall consist of one or more members. Each director must be licensed to furnish at least one category of professional service which the corporation is authorized to furnish pursuant to its election under Section 319B.03, subd. 2, of the Minnesota Professional Firms Act. At each regular meeting, the shareholders shall determine the number of directors; provided, that between regular meetings the authorized number of directors may be increased or decreased by the shareholders or increased by the Board of Directors. Fixed terms, not exceeding five years, may be established by the shareholders. If fixed terms have not been so established, each director shall serve for an indefinite term that expires at the next regular meeting of shareholders, and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal as provided by statute.

3.3) Board Meetings; Places and Notice. Meetings of the Board of Directors may be held from time to time at any place within or without the State of Minnesota that the Board of Directors may designate or by any means described in Section 3.7 below. In the absence of designation by the Board of Directors, Board meetings shall be held at the principal executive office of the corporation, except as may be otherwise unanimously agreed orally, or in writing, or by attendance. Any director may call a Board meeting by giving 24 hours notice to all directors of the date and time of the meeting. The notice need not state the purpose of the meeting, and may be given by mail or in person or by any form of electronic communication by which the director has consented to receive notice. If a meeting schedule is adopted by the Board, or if the date and time of a Board meeting has been announced at a previous meeting, no notice is required.

3.4) Quorum and Voting. A majority of the Board of Directors currently holding office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from the time to time until a quorum is present. If

 

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a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment even though the withdrawal of a number of directors originally present leaves less than the proportion or number otherwise required for a quorum. Except as otherwise required by law or the Articles of Incorporation, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.

3.5) Vacancies. Vacancies on the Board of Directors may be filled by the affirmative vote of a majority of the remaining members of the Board, though less than a quorum; provided, that newly created directorships resulting from an increase in the authorized number of directors shall be filled by the affirmative vote of a majority of the directors serving at the time of such increase. Persons so elected shall be directors until their successors are elected by the shareholders, who may make such election at the next regular or special meeting of the shareholders.

3.6) Board Meeting Held Solely by Means of Remote Communication. Any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate with each other during the meeting, if the notice is given of the meeting as required by Section 3.6 above, and if the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence at a meeting.

3.7) Participation in Board Meetings by Means of Remote Communication. A director may participate in a board meeting by means of conference telephone, or if authorized by the board, by such other means of remote communication, in each case through which the director, other directors so participating, and all directors physically present at the meeting may participate with each other during the meeting. Participation in a meeting by that means constitutes presence at the meeting.

3.8) Waiver of Notice. A director may waive notice of any meeting before, at or after the meeting, in writing, orally or by attendance. Attendance at a meeting by a director is a waiver of notice of that meeting unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

3.9) Absent Directors. A director may give advance written consent or opposition to a proposal to be acted on at a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes of the meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

3.10) Action Without a Meeting. Any action of the Board of Directors or any committee of the Board that may be taken at a meeting thereof may be taken without a meeting if authorized by a written action signed or consented to by authenticated electronic communication, by all of the directors (or such lesser number of directors as may be permitted by the Articles of Incorporation), or by all of the members of such committee, as the case may be.

 

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3.11) Committees. The Board of Directors may, by resolution approved by affirmative vote of a majority of the Board, establish committees having the authority of the Board in the management of the business of the corporation only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent persons to consider legal rights or remedies of the corporations and whether those rights and remedies should be pursued. Each such committee shall consist of one or more natural persons (who need not be directors) appointed by the affirmative vote of a majority of the directors present, and shall, other than special litigation committees, be subject at all times to the direction and control of the Board. A majority of the members of a committee present at a meeting shall constitute a quorum for the transaction of business. Committee meetings may be held solely by means of remote communication and committee members may participate in meetings by means of remote communication to the same extent as permitted for meetings of the Board of Directors. Each member of a committee must be licensed to furnish at least one category of professional service which the corporation is authorized to furnish pursuant to its election under Section 319B.03, subd. 2, or Section 319B.04, subd. 2, of the Minnesota Professional Firms Act. However, committees established to consider administrative and operational matters not involving the exercise of professional judgment may have members who are not licensed.

3.12) Order of Business. The suggested order of business at any meeting of the Board of Directors shall, to the extent appropriate and unless modified by the presiding chairman, be:

 

  1. Roll Call

 

  2. Proof of due notice of meeting or waiver of notice, or unanimous presence and declaration by presiding chairman

 

  3. Determination of existence of quorum

 

  4. Reading and disposal of any unapproved minutes

 

  5. Reports of officers and committees

 

  6. Election of officers

 

  7. Unfinished business

 

  8. New business

 

  9. Adjournment

 

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ARTICLE 4.

OFFICERS

4.1) Number and Designation. The corporation shall have one or more natural persons, each of whom is licensed to furnish at least one category of professional service which the corporation is authorized to furnish pursuant to its election under Section 319B.03, subd. 2, or Section 319B.04, subd. 2, of the Minnesota Professional Firms Act, exercising functions of the offices of the chief executive officer and chief financial officer. The Board of Directors may elect or appoint such other officers or agents as it deems necessary for the operation and management of the corporation including, but not limited to, a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall have the powers, rights, duties and responsibilities set forth in these Bylaws unless otherwise determined by the Board, and each of whom should be licensed to furnish at least one category of professional service which the corporation is authorized to furnish pursuant to its election under Section 319B.03 subd. 2, or Section 319B.04, subd. 2, of the Minnesota Professional Firms Act. Any of the offices or functions of those offices may be held by the same person.

4.2) Election, Term of Office and Qualification. At the first meeting of the Board following each election of directors, the Board shall elect officers, who shall hold office until the next election of officers or until their successors are elected or appointed and qualify; provided, however, that any officer may be removed with or without cause by the affirmative vote of a majority of the Board of Directors present (without prejudice, however, to any contract rights of such officer).

4.3) Resignation. Any officer may resign at any time by giving written notice to the corporation. The resignation is effective when notice is given to the corporation, unless a later date is specified in the notice, and acceptance of the resignation shall not be necessary to make it effective.

4.4) Vacancies in Office. If there be a vacancy in any office of the corporation, by reason of death, resignation, removal or otherwise, such vacancy may, or in the case of a vacancy in the office of the chief executive officer or chief financial officer, shall be filled for the unexpired term by the Board of Directors.

4.5) Chief Executive Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief executive officer (a) shall have general active management of the business of the corporation; (b) shall, when present and in the absence of the Chairman of the Board, preside at all meetings of the shareholders and Board of Directors; (c) shall see that all orders and resolutions of the Board are carried into effect; (d) shall sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles, these Bylaws or the Board to some other officer or agent of the corporation; (e) may maintain records of and certify proceedings of the Board and shareholders; and (f) shall perform such other duties as may from time to time be assigned to the chief executive officer by the Board.

 

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4.6) Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief financial officer (a) shall keep accurate financial records for the corporation; (b) shall deposit all monies, drafts and checks in the name of and to the credit of the corporation in such banks and depositories as the Board of Directors shall designate from time to time; (c) shall endorse for deposit all notes, checks and drafts received by the corporation as ordered by the Board, making proper vouchers therefor; (d) shall disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Board; (e) shall render to the chief executive officer and the Board of Directors, whenever requested, an account of all of his or her transactions as chief financial officer and of the financial condition of the corporation; and (f) shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer from time to time.

4.7) Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall exercise general supervision and direction over the more significant matters of policy affecting the affairs of the corporation, including particularly its financial and fiscal affairs.

4.8) President. Unless otherwise determined by the Board, the President shall be the chief executive officer. If an officer other than the President is designated chief executive officer, the President shall perform such duties as may from time to time be assigned to the President by the Board. If the office of Chairman of the Board is not filled, the President shall also perform the duties set forth in Section 4.7.

4.9) Vice President. Each Vice President shall have such powers and shall perform such duties as may be specified in these Bylaws or prescribed by the Board of Directors. In the event of absence or disability of the President, the Board of Directors may designate a Vice President or Vice Presidents to succeed to the power and duties of the President.

4.10) Secretary. The Secretary shall, unless otherwise determined by the Board, be secretary of and attend all meetings of the shareholders and Board of Directors, and may record the proceedings of such meetings in the minute book of the corporation and, whenever necessary, certify such proceedings. The Secretary shall give proper notice of meetings of shareholders and shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer from time to time.

4.11) Treasurer. Unless otherwise determined by the Board, the Treasurer shall be the chief financial officer of the corporation. If an officer other than the Treasurer is designated chief financial officer, the Treasurer shall perform such duties as may be prescribed by the Board of Directors or the chief executive officer from time to time.

4.12) Delegation. Unless prohibited by a resolution approved by the affirmative vote of a majority of the directors present, an officer elected or appointed by the Board may delegate in writing some or all of the duties and powers of such officer to other persons, but only with respect to administrative and operational matters not involving professional judgment, the determination of important policies of the corporation or the superintending of the corporation’s overall operation.

 

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ARTICLE 5.

INDEMNIFICATION

5.1) Indemnification. The corporation shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by Minnesota Statutes, Section 302A.521, as now enacted or hereafter amended.

ARTICLE 6.

SHARES AND THEIR TRANSFER

6.1) Certificate of Stock. Every owner of stock of the corporation shall be entitled to a certificate, in such form as the Board of Directors may prescribe, certifying the number of shares of stock of the corporation owned by such shareholder. The certificates for such stock shall be numbered (separately for each class) in the order in which they are issued and shall, unless otherwise determined by the Board, be signed by the chief executive officer, the chief financial officer, or any other officer of the corporation. A signature upon a certificate may be a facsimile. Certificates on which a facsimile signature of a former officer, transfer agent or registrar appears may be issued with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

6.2) Stock Record. As used in these Bylaws, the term “shareholder” shall mean the person, firm or corporation in whose name outstanding shares of capital stock of the corporation are currently registered on the stock record books of the corporation. The corporation shall keep, at its principal executive office or at another place or places within the United States determined by the Board, a share register not more than one year old containing the names and addresses of the shareholders and the number and classes of shares held by each shareholder. The corporation shall also keep at its principal executive office or at another place or places within the United States determined by the Board, a record of the dates on which certificates representing shares were issued. Every certificate surrendered to the corporation for exchange or transfer shall be cancelled and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled (except as provided for in Section 6.4 of this Article 6).

6.3) Transfer of Shares. Transfer of shares on the books of the corporation may be authorized only by the shareholder named in the certificate (or the shareholder’s legal representative or duly authorized attorney-in-fact) and upon surrender for cancellation of the certificate or certificates for such shares. The shareholder in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

6.4) Lost Certificate. Any shareholder claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact in such form as the Board of Directors may require, and shall, if the directors so require, give the corporation a bond of indemnity in form and with one or more sureties satisfactory to the Board of at least double the value, as determined by the Board, of the stock represented by such certificate in order to indemnify the corporation against any claim that may be made against it on account of the alleged loss or destruction of such certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been destroyed or lost.

 

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ARTICLE 7.

RESTRICTIONS ON OWNERSHIP AND TRANSFER OF SHARES

7.1) Restrictions on Ownership. Shares of stock of the corporation may only be issued to, and only be owned by, (i) professionals licensed and not disqualified to furnish at least one category of the corporation’s pertinent professional services, (ii) general partnerships, other than limited partnerships, authorized to furnish at least one category of the corporation’s pertinent professional services, (iii) other professional firms authorized to furnish at least one category that the corporation’s pertinent professional services (iv) a voting trust established with respect to some or all of the ownership interests in the corporation if the corporation’s generally applicable governing law permits the establishment of voting trust, and all of the voting trustees and all of the holders of beneficial interests in the trust are professionals authorized to furnish at least one category of the corporation’s pertinent professional interests, or (v) an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended, if all the voting trustees of the plan are professionals licensed to render at least one category of the corporation’s pertinent professional services and the ownership interests are not directly issued to anyone other than professionals licensed to render at least one category of the corporation’s pertinent professional services. The corporation shall not sell, grant, give allocate, issue or otherwise transfer shares of stock of the corporation except to persons described in this Section 7.1.

7.2) Prohibited Transfers. No owner of a share of stock of this corporation may transfer any such share or shares except to the corporation or persons who meet the requirements of Section 7.1 hereof. This restriction applies regardless of whether a purported transfer is voluntary or involuntary, constitutes a present transfer or undertaking to make a future transfer or to allow the transferee to cause a future transfer to occur or is permanent or subject to defeasement. Any such attempted or purported transfer is null and void.

7.3) Endorsement on Stock Certificates. An endorsement in language substantially as follows shall be placed on each certificate representing shares of stock of the corporation:

“The shares of stock represented by this certificate are subject to certain restrictions on ownership and transfer as set forth in Article 7 of the Bylaws, which Bylaws are available for inspection at the principal office of the corporation.”

7.4) Private Agreement. The provisions of this Article 7 may be modified or expanded as between any shareholder and the corporation pursuant to a written agreement between them, in which case the provisions of such agreement shall govern to the extent inconsistent with this Article 7.

ARTICLE 8.

GENERAL PROVISIONS

8.1) Record Dates. In order to determine the shareholders entitled to notice of and to vote at a meeting, or entitled to receive payment of a dividend or other distribution, the Board of

 

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Directors may fix a record date which shall not be more than sixty (60) days preceding the date of such meeting or distribution. In the absence of action by the Board, the record date for determining shareholders entitled to notice of and to vote at a meeting shall be at the close of business on the day preceding the day which notice is given, and the record date for determining shareholders entitled to receive a distribution shall be at the close of business on the day on which the Board of Directors authorizes such distributions.

8.2) Distributions; Acquisitions of Shares. Subject to the provisions of law, the Board of Directors may authorize the acquisition of the corporation’s shares and may authorize distributions whenever and in such amounts as, in its opinion, the condition of the affairs of the corporation shall render it advisable.

8.3) Fiscal Year. The fiscal year of the corporation shall be established by the Board of Directors.

8.4) Seal. The corporation shall have such corporate seal or no corporate seal as the Board of Directors shall from time to time determine.

8.5) Securities of Other Corporations.

(a) Voting Securities Held by the Corporation. Unless otherwise ordered by the Board of Directors, the chief executive officer shall have full power and authority on behalf of the corporation (i) to attend and to vote at any meeting of security holders of other companies in which the corporation may hold securities; (ii) to execute any proxy for such meeting on behalf of the corporation; and (iii) to execute a written action in lieu of a meeting of such other company on behalf of this corporation. At such meeting, by such proxy or by such writing in lieu of meeting, the chief executive officer shall possess and may exercise any and all rights and powers incident to the ownership of such securities that the corporation might have possessed and exercised if it had been present. The Board of Directors may from time to time confer like powers upon any other person or persons.

(b) Purchase and Sale of Securities. Unless otherwise ordered by the Board of Directors, the chief executive officer shall have full power and authority on behalf of the corporation to purchase, sell, transfer or encumber securities of any other company owned by the corporation which represent not more than 10% of the outstanding securities of such issue, and may execute and deliver such documents as may be necessary to effectuate such purchase, sale, transfer or encumbrance. The Board of Directors may from time to time confer like powers upon any other person or persons.

8.6) Shareholder Agreements. In the event of any conflict or inconsistency between these Bylaws, or any amendment thereto, and any shareholder control agreement as defined in Minnesota Statutes, Section 302A.457, whenever adopted, such shareholder control agreement shall govern.

 

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ARTICLE 9.

AMENDMENTS OF BYLAWS

9.1) Amendments. Unless the Articles of Incorporation or these Bylaws provide otherwise, these Bylaws may be altered, amended, added to or repealed by the affirmative vote of a majority of the members of the Board of Directors. Such authority in the Board of Directors is subject to the power of the shareholders to change or repeal such Bylaws, and the Board of Directors shall not make or alter any Bylaws fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies on the Board, or fixing the number of directors or their classifications, qualifications or terms of office, but the Board may adopt or amend a Bylaw to increase the number of directors.

 

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The undersigned, Carey Weiss, M.D., Secretary of this corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by its Board of Directors by action taken on February 25, 2013.

 

/s/ Carey Weiss

Carey Weiss, M.D., Secretary

 

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EX-3.269 160 d805253dex3269.htm EX-3.269 EX-3.269

Exhibit 3.269

 

Document processing fee

   

If document is filed on paper

    $ 125.00   

If document is filed electronically

    $ 25.00   

Fees & forms/cover sheets are subject to change

   

To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.

   

Paper documents must be typewritten or machine printed. ABOVE SPACE FOR OFFICE USE ONLY

   

Articles of Incorporation

filed pursuant to § 7-90-301, et seq. and § 7-102-102 of the Colorado Revised Statutes (C.R.S)

 

1. Entity name:

Sheridan Children’s Healthcare Services of Colorado, P.C.

(The name of a corporation must contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, “corp.”, inc.”, “co.” or “ltd”; If the corporation is a professional corporation, it must contain the term or abbreviation “professional corporation”, “p.c.” or “pc” §7-90-601, C.R.S.)

 

2. Use Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):

¨ “bank” or “trust” or any derivative thereof

¨ “credit union” ¨ “savings and loan”

¨ “insurance”, “casualty”, “mutual”, or “surety”

 

3. Principal office street address:

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

United States

 

4. Principal office mailing address:

(if different from above):

 

5. Registered agent: (if an individual):

OR (if a business organization):                                         The Corporation Company

 

6. The person appointed as registered agent in the document has consented to being so appointed.

7. Registered agent street address:

1675 Broadway

Suite 1200

Denver, CO 80202

 

8. Registered agent mailing address:

(LEAVE BLANK if same as above)

 

9. If the corporation’s period of duration is less than perpetual, state the date on which the period of duration expires:

 

10. (OPTIONAL) Delayed effective date:

 

11. Name(s) and address(es) of incorporators:                            (if an individual)

Stewart Ellen E Esq.

OR (if a business organization):

370 Seventeenth Street

Suite 4800

Denver, CO 80202

United States

(if an individual):

OR (if a business organization):

United States

(if an individual):

OR (if a business organization):

United States

(If there are more than three incorporators, mark this box ¨ and include an attachment stating the true names and mailing addresses of all additional incorporators.)

 

12. The corporation is authorized to issue 1,000 shares of common stock.

                                                                      (number)

Additional classes of capital stock may be authorized and additional information regarding the corporation’s stock may be stated, mark this box ¨ and include an attachment stating pertinent information.)

 

13. Additional information may be included pursuant to §7-102-102, C.R.S. and other organic statutes such as title 12, C.R.S. If applicable, mark this box þ and include an attachment stating the additional information.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

 

14. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:

Stewart Ellen E Esq.

370 Seventeenth Street

Suite 4800

Denver, CO 80202

United States

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box ¨ and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

ARTICLES OF INCORPORATION

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF COLORADO, P.C.

KNOW ALL MEN BY THESE PRESENTS, that the undersigned incorporator, being of the age of eighteen years or more, desiring to organize a corporation under the laws of the State of Colorado, verifies these Articles of Incorporation.

ARTICLE I

Name of Corporation

The name of the Corporation is Sheridan Children’s Healthcare Services of Colorado, P.C.

ARTICLE II

Address

The address of the Corporation’s initial principal office is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE III

Purpose

The purpose for which the Corporation is organized is to conduct the practice of medicine solely through persons licensed by the State Board of Medical Examiners to practice medicine in the State of Colorado, and to do all things appropriate for rendering the services required in conjunction therewith. The Corporation shall have and may exercise all powers and rights granted or otherwise provided for by the Colorado Business Corporation Act and the laws of the State of Colorado only in furtherance of and subject to its corporate purpose.

ARTICLE IV

Shareholders

A. Qualifications - Licensed Physicians. All shareholders of the Corporation shall be persons licensed by the State Board of Medical Examiners to practice medicine in the State of Colorado, who own their shares in their own right, and who are actively engaged in the practice of medicine in the offices of the Corporation, except for periods of illness, accident, time spent in the armed services, vacations or time spent on leave of absence of less than one year.

B. Failure to Qualify. Any shareholder not meeting the qualifications of a shareholder as set forth in these Articles of Incorporation shall immediately dispose of all of his or her shares, either to the Corporation or to a person meeting such qualifications. The Corporation may, as a condition to its issuance of shares to a prospective shareholder, require the shareholder to enter into an agreement with the Corporation providing that if such person ceases to be or for any reason is ineligible to be a shareholder, the shareholder shall dispose of all of his or her shares forthwith, either to the Corporation or to a person licensed by the State Board of Medical Examiners to practice medicine in the State of Colorado who meets such other qualifications as the Corporation and the shareholders may establish from time to time. The agreement may contain such other terms and conditions which are required by the Corporation.

C. Liability. All shareholders of the Corporation shall be jointly and severally liable for all acts, errors, and omissions of the Corporation’s employees except during periods of time when each person licensed by the State Board of Medical Examiners to practice medicine in Colorado who is a shareholder or any employee of the Corporation has a professional liability policy insuring himself or herself and all employees who are not licensed to practice medicine who act at his or her direction in the minimum amounts and on the terms and conditions as imposed by the Colorado Medical Practice Act, as that Act may be amended from time to time, or when the Corporation maintains in good standing professional liability insurance which meets the minimum standards imposed by the Colorado Medical Practice Act, as the Act may be amended from time to time.

ARTICLE V

Board of Directors and Officers

A. Number of Directors. The business affairs of the Corporation shall be managed by a Board of Directors. The number of directors shall be as set forth in the Bylaws of the Corporation as the same may be amended from time to time, or, if the Bylaws fail to fix such a number, then by resolution adopted by the Board of Directors.

B. Qualification of Directors. To the extent possible, all directors shall be shareholders of the Corporation. Any lay directors shall not exercise any authority whatsoever over professional matters. The directors shall have such other qualifications as may be set forth in the Bylaws of the Corporation.

C. Qualifications of Officers. The President of the Corporation shall be a shareholder and a director of the Corporation. All other officers, to the extent possible, may be shareholders of the Corporation. Any lay officers shall not exercise any authority whatsoever over professional matters. The officers shall have such other qualifications as may be set forth in the Bylaws of the Corporation.

ARTICLE VI

Capital

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of common stock (the “Common Stock”). All shares when issued shall be nonassessable and fully paid. Each shareholder of record shall be entitled at all shareholder meetings to one vote for each share of stock standing in his or her name on the books of the Corporation. There shall be no distinction between the designations, preferences, limitations or the relative rights of the shares of the Corporation’s stock. The holders of the Common Stock shall have the sole and exclusive right to elect all of the directors of the Corporation, shall have unlimited voting rights, and are entitled to receive the net assets of the Corporation upon dissolution.

 

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ARTICLE VII

Transfer Restrictions

In addition to the restrictions imposed by the Colorado Medical Practice Act, the Corporation shall have the right to impose restrictions upon the transfer of any of its authorized shares or any interest therein. The Board of Directors is hereby authorized on behalf of the Corporation to exercise the Corporation’s right to so impose such restrictions, whether by provision of the Bylaws, agreement with the shareholders or otherwise.

ARTICLE VIII

No Cumulative Voting

Cumulative voting of shares in the election of directors is not allowed.

ARTICLE IX

Indemnification

The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that (1) he is or was a director of the Corporation; (2) he served the Corporation; or (3) he is or was serving, at the request of the Corporation, as director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or any individual entity or of any employee benefit plan. The Corporation shall also indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, in that person’s estate or personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, as long as such provision is legally permissible.

ARTICLE X

Limitation of Directors’ Liability

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. This provision shall not, however, eliminate or limit the liability of a director to the Corporation or its shareholders for monetary damages otherwise existing for: (1) any breach of the director’s duty of loyalty to the Corporation or its shareholders; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) any acts specified under C.R.S. Section 7-108-403 or any amendment thereto or successor provision thereto; or (4) any transaction from which the director derived directly or indirectly any improper personal benefit.

If the Colorado Business Corporation Act is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of each director shall be eliminated or limited to the fullest extent permitted by the Colorado Business Corporation Act as so amended. Any repeal or modification of this Article X shall not adversely affect any right or protection of a director of the Corporation under this Article X as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article X, prior to

 

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such repeal or modification. The limitations on personal liability contained in this Article shall continue as to a person who has ceased to be a director, and shall inure to the benefit of his or her heirs, executors and administrators. The protection afforded in this Article shall not restrict other common law protections and rights that a director may have.

ARTICLE XI

Registered Office and Agent

The street address of the Corporation’s initial registered office is 1675 Broadway, Suite 1200, Denver, CO 80202, and the name of the Corporation’s initial registered agent at such address is The Corporation Company.

ARTICLE XII

Incorporator

The name and address of the incorporator is Ellen E. Stewart, Esq., 370 Seventeenth Street, Suite 4800, Denver, Colorado 80202. The incorporator is a natural person of at least eighteen years of age.

Dated as of December 14, 2006 to be effective upon filing with the Colorado Secretary of State.

 

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EX-3.270 161 d805253dex3270.htm EX-3.270 EX-3.270

Exhibit 3.270

BYLAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF COLORADO, P.C.

ARTICLE I

Shareholders

1.1 Admission of Shareholders. The Corporation shall have one class of Common Stock. Each share shall be entitled to one vote. The shareholders shall meet such qualifications as may be established by the Board of Directors from time to time, provided that shares shall only be issued to persons licensed by the Colorado State Board of Medical Examiners to practice medicine without restrictions in the State of Colorado and otherwise meeting the qualifications of shareholders as set forth in the Articles and approved to be a shareholder in accordance with the terms of these Bylaws.

1.2 Place of Meetings. Shareholders’ meetings shall be held at the principal office of the Corporation or at such other place, either within or without the State of Colorado, as the Board of Directors may designate or as may be specified in the call of the meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or outside Colorado, as the place for such meeting.

1.3 Annual Meeting. The annual meeting of the shareholders shall be held on such date and at such time and place as the Board of Directors may designate. At said annual meeting, the shareholders shall elect the directors as prescribed herein. The shareholders shall transact such other business as shall properly come before the meeting.

1.4 Special Meetings. The Corporation shall hold a special shareholders’ meeting if called by the Board of Directors or in the event the Corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by the holders of shares representing’ not less than one-tenth of all of the votes entitled to be cast on any issue at the meeting. The special meeting shall be held at the principal office of the Corporation or at such other place as the Board of Directors or the president may determine.

1.5 Notice of Meetings. Written notice stating the place, date and hour of the meeting shall be given not less than 5 nor more than 60 days prior to the date of the meeting, (except that, if the Articles are to be amended to increase the number of authorized shares, at least 30 days notice shall be given) and, in case of a special meeting, or where a purpose of the meeting is to consider an amendment to the Articles, a restatement of the Articles, a plan of merger or share exchange, disposition of substantially all, of the property of the Corporation, consent by the Corporation to the disposition of property by another entity or dissolution of the Corporation, such notice shall include a description of the purpose for which the meeting is called. Notice shall be given personally or by mail, private carrier, electronically transmitted facsimile or other form of communication by or at the direction of the president, the secretary/treasurer, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given and effective when deposited in the United States mail, properly addressed to the shareholder at his address as it appears in the

Corporation’s current record of shareholders, with first class postage prepaid. If notice is given other than by mail, and provided that such notice is in a comprehensible form, the notice is given and effective on the date actually received by the shareholder.

1.6 Waiver of Notice. A shareholder may waive any notice required to be given by these Bylaws, the Articles or the Colorado Business Corporation Act, whether before or after the date or time of the meeting stated in the notice. A waiver shall be in writing, signed by the shareholder entitled to the notice, and shall be delivered to the Corporation for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver. Attendance by a shareholder at any regular or special meeting shall be deemed the equivalent of a waiver in writing by such shareholder of notice of such meeting, unless the shareholder objects at the beginning of the meeting to holding the meeting because of the lack of notice or defective notice, or consideration of a matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented at the meeting.

1.7 Determination of Shareholders. For the purpose of determining shareholders (1) entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, (2) entitled to demand a special shareholders’ meeting, (3) entitled to take any other action, (4) entitled to receive payment of a share dividend or a distribution or (5) for any other proper purpose, the Board of Directors may fix a future date as the record date for such determination of shareholders. The record date may be fixed not more than 70 days and, in the case of a meeting of shareholders, not less than 10 days prior to the date of the proposed action. Unless otherwise specified when the record date is fixed, the time of day for determination of shareholders shall be as of the Corporation’s close of business on the record day. A determination of shareholders entitled to be given notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which the board shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is otherwise fixed, the record date for determining shareholders entitled to be given notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is given to shareholders. The record date for determining shareholders entitled to take action without a meeting is the date a writing upon which the action is taken is first received by the Corporation. The record date for determining shareholders entitled to a distribution shall be the date the Board of Directors authorizes the distribution.

1.8 Voting List. After a record date is fixed for a shareholders’ meeting, the Secretary/Treasurer shall prepare a list of the names of all its shareholders who are entitled to be given notice of the meeting. The list shall be alphabetical and shall show the address of and the number of shares that are held by each shareholder. The shareholders’ list shall be available for inspection by any shareholder, beginning the earlier of 10 days before the meeting for which the list was prepared or two business days after notice of the meeting is given and continuing through the meeting, and any adjournment thereof, at the Corporation’s principal office or at a place identified in the notice of the meeting in the city where the meeting will be held. A shareholder or an agent or attorney of the shareholder is entitled on written demand to inspect and, subject to the restrictions in the Colorado Business Corporation Act, copy the list during regular business hours and during the inspection period. The secretary/treasurer shall make the shareholders’ list available at the meeting, and any shareholder or agent or attorney of a shareholder is entitled to inspect the list at any time during the meeting or any adjournment.

1.9 Proxies. Voting by proxy by the shareholders shall be permitted. An appointment of a proxy is not effective against the Corporation until the appointment is received by the Corporation. An appointment is valid for 11 months, unless a different period is expressly provided in the appointment form. The Corporation may accept or reject any appointment of a proxy, revocation of appointment of a proxy, vote, consent, waiver, or other writing purportedly signed by or for a shareholder if such acceptance or rejection is in accordance with the provisions of Sections 7-107-203 and 7-107-205 of the Colorado Business Corporation Act.

1.10 Quorum. A quorum of shareholders at any meeting of shareholders shall consist of a majority of the votes entitled to be cast on the matter by the shareholders represented in person or by proxy. If a quorum does not exist, the president or any shareholder or proxy that is present at the meeting may adjourn the meeting without further notice to a different date, time, or place for a period not to exceed 120 days for any one adjournment, provided the new time, date, or place is announced at the meeting before adjournment. If a new record date must be set pursuant to Section 1.7 hereof, notice of the new meeting must be given pursuant to Section 1.5 hereof. At any reconvened meeting at which a quorum exists, any matter may be acted upon that could have been acted upon at the meeting originally called. Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, 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 shall be set for that adjourned meeting.

1.11 Vote. If a quorum is present at a duly held meeting, the affirmative vote of a majority of all of the shares entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion is required by law, the Articles, or these Bylaws.

1.12 Voting Trusts or Agreements. Shareholders may not enter into voting trust agreements. A voting agreement between shareholders is valid only if voting power remains with each participating shareholder of the Corporation.

1.13 Meetings by Electronic Communication. Any and all of the shareholders may participate in an annual or special shareholders’ meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE II

Directors

2.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

2.2 Number of Directors. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Shareholders or the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

2.3 Election. The Board of Directors shall be elected by the Shareholders at the annual meeting of shareholders or at a special meeting called for that purpose.

2.4 Term. Each director shall be elected to serve until the next succeeding annual meeting and until his successor shall be elected and shall qualify.

2.5 Qualifications. In addition to the qualifications set forth in the Articles, the Board of Directors may from time to time establish by resolution certain qualifications for the directors.

2.6 Removal. Any director may be removed by the shareholders with or without cause, at a meeting called for that purpose. The notice of the meeting shall state that a purpose of the meeting is removal of the director. A director may be removed only if a majority vote of the shares entitled to vote are cast in favor of removal.

2.7 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors or by the shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

2.8 Meetings. The Board of Directors may hold regular or special meetings in or out of Colorado. An annual regular meeting shall be held without notice immediately following the annual shareholders’ meeting, and at the same place, or at such other date, time and place as the Board of Directors may designate. The Board of Directors may, by resolution, establish other dates, times and places for additional regular meetings which may thereafter be held without further notice. Special meetings may be called by the president or by one director and shall be held at the principal office of the Corporation unless another place is consented to by every director.

2.9 Quorum. A majority of the directors in office shall constitute a quorum at any directors’ meeting, whether regular or special.

2.10 Vote. If a quorum is present, the affirmative vote of a majority of the directors present shall be the act of the Board of Directors, unless the vote of a greater proportion or number is required by law, the Articles, or these Bylaws.

2.11 Adjournment. Any directors’ meeting, whether regular or special, may be adjourned from time to time by those directors in attendance, although less a quorum, and no notice need be given of any adjourned meeting.

2.12 Notice of Special Meetings. Notice of the date, time and place of any special meeting shall be given to each director at least two days prior to the meeting orally or by written notice either personally delivered or mailed to each director, or by notice transmitted by private carrier, electronically transmitted facsimile or other form of communication provided if mailed, notice shall be given at least three days prior to the meeting.

2.13 Meetings by Electronic Communication. Any meeting of the Board of Directors or any committee designated by the board may be held by any means of communication by which all persons participating in the meeting can simultaneously hear each other. Such participation shall constitute presence in person at the meeting.

2.14 Waiver of Notice. A director may waive any notice of a meeting before, at or after the time and date of the meeting stated in the notice by a writing and signed by the director. Such waiver shall be delivered to the secretary/treasurer for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver. Further, a director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless, at the beginning of the meeting or promptly upon his or her later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting.

2.15 Presumption of Assent. A director who is present at a meeting of the Board of Directors when corporate action is taken shall be deemed to have assented to all action taken at the meeting unless:

(a) The director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;

(b) The director contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or

(c) The director causes written notice of his or her dissent or abstention as to any specific action to be received by the presiding officer of the meeting (or, if the director is the presiding officer, by another director) before adjournment of the meeting or by the Corporation promptly after adjournment of the meeting.

A director may dissent to a specific action at a meeting, while assenting to others. The right of dissent or abstention pursuant to this section as to a specific action is not available to a director who votes in favor of the action taken.

2.16 Resignation. Any or all of the directors may resign at any time by giving written notice to any other director, the president, or the secretary/treasurer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

2.17 Compensation. The compensation of the directors, if any, shall be fixed from time to time by the Board of Directors.

2.18 Specific Powers. Without prejudice to the general powers granted to the Board of Directors in these Bylaws, the Board of Directors shall have the exclusive power to take the following actions, which powers shall not be delegated to any committee or any third parties:

(a) to elect, appoint and remove Officers consistent with the terms of these Bylaws;

(b) to establish qualifications for Shareholders and to authorize the issuance of shares to persons so qualified, provided that: 

(i) shares shall only be issued to persons licensed by the Colorado State Board of Medical Examiners to practice medicine without restrictions in the State of Colorado and otherwise meeting the qualifications of shareholders as set forth in the Articles and these Bylaws, and approved to be a shareholder in accordance with the terms of these Bylaws; and

(ii) that all shareholders shall be required and shall agree to become a party to any contractual document imposing requirements and restrictions on the transfer of shares of the Corporation’s stock as may be approved by the Board of Directors;

(c) to adopt policies and procedures pertaining to the practice of medicine by physicians employed by or associated with the Corporation, the administration of agreements and the general administration, management and operation of the Corporation;

(d) to terminate or suspend the employment of any physician employed by the Corporation; and

(e) to establish physician credentialing policies and procedures, and make credentialing decisions, including the power to make a physician’s status as a shareholder and/or employee contingent upon such credentialing policies and procedures.

Provided, however that only those directors who are licensed to practice medicine in Colorado and who are actively engaged in the Corporation’s medical practice, except for times of illness, accident, time spent in the armed services, vacations and leaves of absence not exceeding one year, may participate in any decisions related to professional matters and matters related to the practice of medicine.

2.19 Delegation of Powers. Without limiting the provisions of Section 218 above, the Board of Directors may delegate to the officers of the Corporation the right to hire, terminate or suspend any non-physician employee of the Corporation, if any, and to adopt policies and procedures pertaining to the practice of medicine by persons employed by, or associated with the Corporation, and the general administration, management and operation of the Corporation; provided, however that any professional matters and matters related to the practice of medicine may be delegated only to officers who are licensed to practice medicine in Colorado and are actively engaged in the Corporation’s medical practice except for times of illness, accident, time spent in the armed forces, vacations and leaves of absence not exceeding one year.

ARTICLE III

Written Consent in Lieu of Meeting

Any action required by Colorado Statutes, the Articles or these Bylaws to be taken at a meeting of the shareholders or directors of the Corporation, respectively, or any action which may be taken at a meeting of the shareholders or 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 shareholders or directors entitled to vote with respect to the subject matter thereof, Action taken pursuant to this section shall be effective when the Corporation has received writings that describe and consent to the action, signed by all of the shareholders or directors entitled to vote thereon. Such action shall be effective as of the date the last writing necessary to effect the action is received by the Corporation, unless all of the writings necessary to effect the action specify another date, which may be before or after the writings are received by the Corporation. Such action has the same effect as action taken at a meeting of directors or shareholders and may be described as such in any document. Any shareholder or director who has signed a writing describing and consenting to action taken pursuant to this Article may revoke such consent by a writing signed and dated by the shareholder or director, as the case may be, describing the action and stating that the shareholder’s prior consent thereto is revoked, provided that such writing is received by the Corporation prior to the effective date of the action.

ARTICLE IV

Officers

4.1 Officers. The officers of the Corporation shall consist of a President, a Secretary/Treasurer, and such other officers, assistant officers and agents as may from time to time be elected or appointed by the Board of Directors. One person may hold two or more offices. The officers of the Corporation shall be natural persons at least 18 years old.

4.2 Election. The officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her death, resignation or removal.

4.3 Removal. Any officer or agent may be removed at any time, with or without cause, by the Board of Directors whenever in its judgment the removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

4.4 Resignation. An officer may resign at any time by giving written notice to any director or other officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer and the acceptance of the resignation shall not be necessary to make it effective.

4.5 Vacancies. In the case of death, disability, resignation or removal of one or more of the officers creating a vacancy, the Board of Directors shall fill the vacancy for the officer’s unexpired term.

4.6 President. The President shall be a shareholder and a director of the Corporation. The President shall be the Corporation’s chief executive officer, shall preside at all meetings of the Board of Directors and shareholders, shall have general control of the affairs of the Corporation, subject to the control of the Board of Directors. Unless otherwise directed or authorized by the Board of Directors, the President shall execute all contracts and other instruments for the Corporation, and, with the Secretary/Treasurer, shall sign and seal any

certificates for shares of the Corporation; provided, however, that the Corporation may authorize such other officers of the Corporation to execute contracts in the name of and on the Corporation’s behalf. The President shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

4.7 Vice Presidents. The Vice President, if any, shall be a shareholder and shall perform the duties of the President in the President’s absence, death or disability, and shall perform such other duties and exercise such other powers as may be assigned to him or her from time to time by the President or by the Board of Directors. A Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors, but shall not exercise any authority over the independent medical judgment of any individuals licensed by the State Board of Medical Examiners to practice medicine in the State of Colorado.

4.8 Secretary/Treasurer. The Secretary/Treasurer shall be responsible for the preparation and maintenance of minutes of the meetings of the Board of Directors and of the shareholders and of the other records and information required to be kept by the Corporation under Section 7-116-101 of the Colorado Business Corporation Act and for authenticating records of the Corporation. The Secretary/Treasurer shall also give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, keep the minutes of such meetings, have charge of the corporate seal, if any, and have authority to affix the corporate seal to any instrument requiring it (and, when so affixed, it may be attested by the secretary/treasurer’s signature), be responsible for the maintenance of all other corporate records and files, and for the preparation and filing of reports to governmental agencies (other than tax returns), and have such other authority and duties as are appropriate and customary for the office of Secretary/Treasurer, except as the same may be expanded or limited by the Board of Directors from time to time. The Secretary/Treasurer shall be the principal financial officer of the Corporation, and shall have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the Corporation, and shall deposit the same in accordance with the instructions of the Board of Directors. The Secretary/Treasurer shall keep accounts of all monies of the Corporation received or disbursed, and shall deposit all monies and valuables in the name of, and to the credit of, the Corporation, in such banks or depositories as the Board of Directors shall designate. He or she shall perform all duties incident to the office of Secretary/Treasurer, and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors, but shall not exercise any authority over the independent medical judgment of any individuals licensed by the State Board of Medical Examiners to practice medicine in the State of Colorado.

ARTICLE V

Committees

5.1 Committees. By resolution adopted by a majority of the directors in office when the action is taken, the directors may designate one or more directors to constitute a committee, any of which shall have such authority in the management of the Corporation as the Board of Directors shall designate. The directors may delegate to any committee only those powers and duties which may be legally delegated pursuant to Colorado law and these Bylaws.

5.2 Meetings and Voting. Sections 2.8 through 2.15 hereof shall apply to committees and members of committees to the same extent as those sections apply to the Board of Directors.

5.3 Minutes. Committees shall keep regular minutes of their proceedings and shall report the same to the board at the next meeting of the board whether an annual, regular or special meeting.

ARTICLE VI

Shares

6.1 Certificates for Shares. Unless otherwise authorized by the Board of Directors, certificates representing shares of the Corporation shall be in such form as shall be determined by the directors. Such certificates shall be signed by the President and by the Secretary/Treasurer or by such other officers authorized by law or by the directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the shareholders, the number of shares and date of issue shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in cases of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the directors may prescribe. Each certificate representing shares shall state the name of the Corporation, the fact that the Corporation is organized under the laws of the State of Colorado, the name of the person to whom issued, and the number of the shares that the certificate represents. The certificate shall also contain on the front or back any restrictions imposed by the Corporation regarding the transfer of the shares represented by the certificate or state conspicuously on the front or back that the Corporation will furnish such information to the shareholder without charge upon receipt of a written request of such information from the shareholder.

6.2 Transfer of Shares. 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, and cancel the old certificate; every such transfer shall be entered on the transfer book of the Corporation which shall be kept at its principal office.

6.3 Holder of Record. The Corporation shall be entitled to treat the registered holder of any shares of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but not limited to, a purchaser, assignee or transferee of shares or rights deriving from shares, unless and until the purchaser, assignee, transferee or other person becomes the registered holder of the shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee or transferee of any of the shares. The purchaser, assignee or transferee shall not be entitled to receive notice of the meetings of the shareholders, vote at such meetings, examine a list of the shareholders, or be paid dividends or other sums payable to property or rights deriving from such shares against the Corporation, until the purchaser, assignee or transferee has become the registered holder of the shares.

6.4 Restrictions on Transfer.

(a) General Prohibition. Shareholders may not transfer, sell, convey, transfer, assign, encumber, pledge or in any way alienate any of his shares, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (collectively, any “Transfer”), except in accordance with a Purchase Option Agreement entered into by the Company, the Shareholder and Sheridan Healthcare, Inc. In addition to all other restrictions established by the Corporation’s Articles, these Bylaws, or any other agreement, no Transfer of shares shall be made unless the transferee is the Corporation or a person licensed by the State Board of Medical Examiners to practice medicine in the State of Colorado and who will actively practice medicine in the offices of the Corporation in accordance with the requirements set forth in the Articles. Any purported Transfer in violation of these Bylaws shall be void and ineffectual and shall not operate to transfer any interest or title in the purported transferee.

(b) Additional Restrictions. Shares of stock may be issued subject to such other reasonable restrictions on the transfer thereof as may be imposed by the Articles, Bylaws, resolution of the directors in effect at the time of issuance, and the requirements of Colorado law dealing with professional service Corporations for the practice of medicine, C.R.S. § 12-36-134 as amended from time to time, or as imposed by contract pursuant to agreements between and/or among some or all of the shareholders and the Corporation. Restrictions upon transfers so imposed shall be evidenced by an appropriate notation upon the face of the certificate or certificates representing such restricted shares, in compliance with law, or, in the case of shares which are issued by the Corporation without certificates by an appropriate notation in the stock transfer records of the Corporation, and a complete and true copy of all restrictions so imposed shall be available for inspection by parties entitled thereto at the principal office of the Corporation during reasonable business hours. Nothing herein shall be deemed to invalidate any agreement between shareholders restricting transfer of their shares, which agreement is otherwise in accordance with law.

6.5 Shares Without Certificates. The Board of Directors may authorize the issuance of shares without certificates. Within a reasonable time following the issue or transfer of shares without certificates, the Corporation shall send the shareholder a complete written statement that the Corporation is organized under the laws of the State of Colorado, the name of the Corporation, the name of the shareholder to whom the shares have been issued, the number of shares which have been issued to the shareholder, any restrictions imposed by the Corporation regarding the transfer of the shares represented by the certificate, and such other information as may be required by the Colorado Business Corporation Act.

6.6 Voting Entitlement of Shares. Each outstanding share is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a shareholders’ meeting.

ARTICLE VII

Conflicts of Interest

7.1 Definition. As used in this section, “conflicting interest transaction” means any of the following: (a) a loan or other assistance by the Corporation to a director of the Corporation or to an entity in which a director of the corporation is a director or officer or has a financial interest; (b) a guaranty by the Corporation of an obligation of a director of the Corporation or of an obligation of an entity in which a director of the Corporation is a director or officer or has a financial interest; or (c) a contract or transaction between the Corporation and a director of the Corporation or between the Corporation and an entity in which a director of the Corporation is a director or officer or has a financial interest.

7.2 General. No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the Corporation, solely because the conflicting interest transaction involves a director of the Corporation or an entity in which a director of the Corporation is a director or officer or has a financial interest, or solely because the director or officer is present at or participates in the meeting of the Corporation’s Board of Directors or of the committee of the Board of Directors which authorizes, approves, or ratifies the contract or transaction, or solely because the director’s vote is counted for such purpose if:

(a) The material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors or members of such committee, even though the disinterested directors or members of such committee are less than a quorum; or

(b) The material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by vote of the shareholders; or

(c) The conflicting interest transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.

7.3 Determination of Directors. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the conflicting interest transaction.

7.4 Loan or Guaranty. The Board of Directors or committee thereof shall not authorize a loan, by the Corporation to a director of the Corporation or to an entity in which a director of the Corporation is a director or officer or has a financial interest, or a guaranty, by the Corporation of an obligation of a director of the Corporation or of an obligation of an entity in which a director of the Corporation is a director or officer or has a financial interest, until at least ten (10) days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.

ARTICLE VIII

Fiscal Year

The fiscal year of the Corporation shall be determined by the Board of Directors of the Corporation.

ARTICLE IX

Dividends

The directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE X

Seal

The directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of Incorporation, and the word, “Seal.”

ARTICLE XI

Amendments

Any of these Bylaws may, in whole or in part, be altered, amended, repealed or added to by a vote of a majority of the directors, at any regular meeting or at any special meeting called for that purpose unless the shareholders in making, amending or repealing a particular Bylaw, expressly provide that the directors may not amend or repeal such Bylaw. The shareholders shall also have the power to make, amend or repeal the Bylaws of the Corporation at any annual meeting or at any special meeting called for that purpose.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF COLORADO, P,C. are the Bylaws duly adopted by the sole Incorporator of the Corporation pursuant to a Statement of Organization by the Sole Incorporator dated as of January 10, 2007.

 

/s/ M. Richard Auerbach

M. Richard Auerbach, Secretary
 EX-3.271 162 d805253dex3271.htm EX-3.271 EX-3.271

Exhibit 3.271

CERTIFICATE OF INCORPORATION

OF

SHERIDAN CHILDREN’S HEALTH CARE SERVICES OF NEW JERSEY, P.C.

The undersigned, of the age of 18 years or over for the purpose of forming a professional corporation for pecuniary profit pursuant to the provisions of the Professional Service Corporation Act of the State of New Jersey, N.J.S.A. 14A:17-2 through 18, inclusive, does hereby execute the following Certificate of Incorporation.

ARTICLE I – NAME

The name of the corporation is SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW JERSEY, P.C. (the “Corporation”).

ARTICLE II – PURPOSE

The sole and specific purpose for which the corporation is organized and incorporated is to engage in the business of providing professional health care Services including medical services to the public within the State of New Jersey that Doctors of Medicine and other health professionals duly licensed under the laws of the State of New Jersey are authorized to render, but the Corporation shall not render such professional services except through its officers, employees and agents who are duly licensed or otherwise legally authorized to render such professional services within the State of New Jersey.

ARTICLE III – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to New Jersey law.

ARTICLE IV – REGISTERED OFFICE

AND REGISTERED AGENT

The address of the Corporation’s initial registered office is 820 Bear Tavern Road, Third Floor, West Trenton, New Jersey 08628 and the name of the Corporation’s initial registered agent at such address is The Corporation Trust Company.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have authority to issue is One Thousand (1,000) shares of common stock with One Cent ($0.01) par value.

ARTICLE VI – INITIAL BOARD OF DIRECTORS

The number of directors constituting the initial Board of Directors shall be one (1); and the name and address of the director who is a Doctor of Medicine duly licensed under the laws of the State of New Jersey is as follows:

Gilbert L. Drozdow, M.D.

c/o Stern & Kilcullen, L.L.C.

75 Livingston Avenue

Roseland, New Jersey 07068

ARTICLE VII – INCORPORATOR

The name and address of the Sole Incorporator who is a Doctor of Medicine duly licensed under the laws of the State of New Jersey is:

Gilbert L. Drozdow, M.D.

c/o Stern & Kilcullen, L.L.C.

75 Livingston Avenue

Roseland, New Jersey 07068

ARTICLE VIII – LIABIALITY AND INDEMNIFCATION

The Corporation shall limit the personal liability of its directors and officers to the greatest extent possible permitted under the Professional Service Corporation Act of New Jersey, N.J.S.A. 14A:17-8. Further, all corporate officers, directors, employees and agents shall be indemnified to the full extent permitted by law. Such indemnification may be funded through insurance or otherwise as authorized by under the Business Corporation Act of New Jersey, N.J.S.A. 14A:3-5.

ARTICLE IX – OTHER PROVISIONS

The Corporation shall have all of the powers and privileges, and shall be subject to all of the limitations and restrictions, now or hereafter granted to or imposed on Corporations organized for the purpose of rendering the professional services hereinabove designated by the Professional Service Corporation Act of the State of New Jersey, and other applicable laws of the State of New Jersey.

Subject to any provisions adopted and included in the Bylaws of the Corporation by the Board of Directors or the shareholders of the Corporation or in an agreement among the shareholders of the Corporation, the estate of a deceased shareholder may continue to hold stock of the Corporation for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional services.

No shareholder of the Corporation may sell or transfer his shares in the Corporation except to the Corporation or to another individual who is a Doctor of Medicine duly licensed under the laws of the State of New Jersey, and such sale or transfer may be made only after the same shall have been approved as provided in the Bylaws of the Corporation or in an agreement among the shareholders. The Board of Directors or the shareholders of the Corporation shall have the power to adopt and include in the Bylaws of the Corporation or in an agreement among the shareholders additional restraints on the alienation of the shares of stock of the Corporation.

The Board of Directors or the shareholders of the Corporation shall have the power to adopt and include in the Bylaws of the Corporation or in an agreement among the shareholders provisions providing for the purchase or redemption by the Corporation of its shares of stock; provided, however, that such provisions dealing with the purchase or redemption by the Corporation of its shares may not be invoked at a time or in a manner that would impair the capital of the Corporation.

IN WITNESS WHEREOF, the undersigned, the Sole Incorporator of the Corporation, has hereunto signed this Certificate of Incorporation on the 30th day of April, 2010.

 

/s/ Gilbert Drozdow

Gilbert Drozdow, M.D., Sole Incorporator
 EX-3.272 163 d805253dex3272.htm EX-3.272 EX-3.272

Exhibit 3.272

BY-LAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW JERSEY, P.C.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the professional corporation (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors within or without the State of New Jersey.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of Directors or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Certificate of Incorporation. A meeting requested by sharehdolders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board of Directors, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors within or without the State of New Jersey.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by

 

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the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the laws of the State of New Jersey.

Section 10 Qualification of Shareholders. Any shareholder of the Corporation must be duly licensed to practice medicine and related services in the State of New Jersey.

 

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ARTICLE II

MEETINGS OF DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and duly licensed to practice medicine and related services in the State of New Jersey.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director but not more than two (2). The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article,

 

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or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy caused by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by a sole remaining director. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no directors in office for reason of death, resignation or other cause, any shareholder may call a special shareholders meeting for election of directors.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

 

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Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting within or without the State of New Jersey.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Section 12 Waivers of Notice. Any notice required by these Bylaws, the Certificate of Incorporation, or by the New Jersey Business Corporation Act (the “Act”) may be waived by a writing signed by the person or persons entitled to such notice either before or after the time stated therein. Any director or shareholder attending a meeting without protesting prior to its conclusion, a lack of notice shall be deemed to have waived notice of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board of Directors) may participate in a meeting of the Board of Directors (or committee) by means of

 

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a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 13 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board of Directors), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board of Directors) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board of Directors. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise. Such written consent or consents shall be filed with the minutes of the Corporation.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer and may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board

 

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of Directors. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of a corporation.

Any Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Any Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

The Secretary shall have custody of and maintain all of the corporate records including the corporate seal but except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

Section 3 Contracts.

(a) No contract or other transaction between the Corporation and any other corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.

 

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(b) Any director personally and individually, may be a party to or may be interested in any contract or transaction of the Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contact or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 4 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 5 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of New Jersey, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board of Directors reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of New Jersey Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws

 

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and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the State of New Jersey, Department of the Treasury, Division of Revenue.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of

 

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any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the

 

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President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the Corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislature or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of New Jersey law or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it is deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising

 

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out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Business Corporation Act of New Jersey, N.J.S.A. 14A:3-5.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW JERSEY, P.C. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of May 3, 2010.

 

/s/ Gilbert Drozdow, CS

Gilbert Drozdow, Corporate Secretary

 

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EX-3.273 164 d805253dex3273.htm EX-3.273 EX-3.273

Exhibit 3.273

State of North Carolina

Department of the Secretary of State

ARTICLES OF INCORPORATION

(PROFESSIONAL CORPORATION)

Pursuant to Chapter 55B and § 55–2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a professional corporation.

 

1.    The name of the corporation is: Sheridan Children’s Healthcare Services of North Carolina, P.A.
2.    The number of shares the corporation is authorized to issue is:  

1000

   These shares shall be: (check either a or b)
  

a.  ü  all of one class, designated as common stock; or

b.       divided into classes or series within a class as provided in the attached schedule, with the information required by N.C.G.S. § 55-6-01.

3.    The street address and county of the initial registered office of the corporation is:
   Number and Street   

225 Hillsborough Street

   City, State, Zip Code Raleigh, North Carolina 27603                County  

Wake

4.    The mailing address if different from the street address of the initial registered office is: n/a                                                     
5.    The name of the initial registered agent is:   

CT Corporation System

6.    Any other provisions, which the corporation elects to include, are attached.
7.    The specific purpose for which the corporation is being formed:   

Children’s healthcare services Professional Medical Services

8.    The name and address of each incorporator is as follows: (Attach additional sheets if necessary.)
  

Maureen Ann Doherty, D.O.

  

1613 North Harrison Parkway, Suite 200

  

Sunrise, Florida 33323

 

Revised January 2000     Form PC-05
   
CORPORATIONS DIVISION   P.O. BOX 29622   RALEIGH, NC 27626-0622

9.   

With respect to each professional service to be practiced through the corporation, the name of at least one of the corporation’s incorporators who is a licensee of the licensing board which regulates such profession in this State is: Maureen Ann Doherty, D.O.

10.

    A certification by the appropriate licensing board that the shareholder interests of the corporation are in compliance with the requirements of N.C.G.S. Sections 55B-4(2) and 55B-6 is attached.

11.

    These articles will be effective upon filing, unless a date and/or time is specified:
  

                                  

   
  

This the 7th day of November, 2003.

   

 

 

/s/ Maureen Ann Doherty, D.O.

Signature

Maureen Ann Doherty, D.O., INCORPORATOR

Type or Print Name and Title

Notes:

1. Filing fee is $125. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.
2. Only a “professional corporation” may use this form. To determine whether a particular corporation is such a “professional corporation,” it is necessary to examine the requirements of N.C.G.S. § 55B-2(5). If the corporation does not meet those requirements, it must use the standard form for incorporation of a business corporation.

 

Revised January 2000     Form PC-05
   
CORPORATIONS DIVISION   P.O. BOX 29622   RALEIGH, NC 27626-0622

 

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CERTIFICATION BY THE NORTH CAROLINA MEDICAL BOARD

The incorporators of Sheridan Children’s Healthcare Services of North Carolina, P.A. have certified to the North Carolina Medical Board the names and addresses of all persons who will be owners of its shares, or that one hundred percent (100%) of its capital stock will be issued to another professional corporation in accordance with the North Carolina General Statute, §55B-55B-6.

Based upon my examination of the records of this office, I hereby certify that the ownership of the shares of stock is in compliance with the requirement of North Carolina General Statute §55B-4(2) and 55B-6.

This certificate is executed under the authority of the North Carolina Medical Board on 11/12/2003.

R. Davidson Hendersen

Executive Director

North Carolina Medical Board

State of North Carolina

Department of the Secretary of State

ARTICLES OF AMENDMENT

BUSINESS CORPORATION

(Professional Corporation)

Pursuant to § 55B and §55-2-02 of the General Statues of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation.

1. The name of the corporation is: SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NORTH CAROLINA, P.A.

2. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows:

“Maureen Ann Doherty, D.O., current sole shareholder of Sheridan Children’s Healthcare Services of North Carolina, P.A. is transferring one hundred percent (100%) of all outstanding shares currently held by her to Barry D. Chandler, M.D., North Carolina Medical License No. 200400653 upon the approval of, and issuance of certification by the North Carolina Board of Medical Examiners.”

3. The text of each amendment adopted is as follows:

(a) Article 9 of the Articles of Incorporation is amended to read in its entirety as follows:

“With respect to each professional service to be practiced through the corporation, the name of the corporation’s sole shareholder who is a licensee of the licensing board which regulates such profession in this State is Barry D. Chandler, M.D.”

 

4. The date of the adoption of each amendment is as follows: April 25, 2006.

 

5. (Check either a,b,c, or d, whichever is applicable)

 

a.

   

            

   The amendment was duly adopted by the incorporator prior to the issuance of shares.

b.

   

            

   The amendment was duly adopted by the board of directors prior to the issuance of shares.

c.

   

            

   The amendment was duly adopted by the board of directors without shareholder action as shareholder action was not required because: Not Applicable

d.

    ü           The amendment was approved by the shareholder action, and such shareholder approval was obtained as required by Chapter 55 of North Carolina General Statutes.

6. These Articles of Amendment will be effective upon filing unless a delayed time and date is specified.

This the 25th day of April, 2006.

 

Sheridan Children’s Healthcare Services of North Carolina, P.A.
By:  

/s/ Gilbert Drozdow, M.D.

  Gilbert Drozdow, M.D., President

 

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EX-3.274 165 d805253dex3274.htm EX-3.274 EX-3.274

Exhibit 3.274

BYLAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES

OF NORTH CAROLINA, P.A.

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the Corporation shall be in the State of North Carolina where the Board of Directors may designate, and the Corporation may have such other offices as its business may require from time to time.

Section 2. Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be any office in North Carolina designated as such by the Board of Directors. The initial registered office of the Corporation is: 225 Hillsborough Street, Raleigh, North Carolina 27603.

ARTICLE II

PURPOSES

Section 1. Purposes. The purposes of the Corporation shall be to render children’s healthcare services, and any other related medical services or such services as may be ancillary thereto. The Corporation shall not engage in any business other than rendering medical services.

ARTICLE III

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meetings. The annual meeting of the stockholders of this Corporation shall be held at the principal office of the Corporation, or at such place as the Board of Directors may designate, not less than ten (10) nor more than thirty (30) days after the expiration of the fiscal year of the Corporation upon the date fixed by the Board of Directors, or at such time and place as may be determined by a majority of the stockholders, at which time there shall be elected by the stockholders, by a stock vote, the Board of Directors. Such meeting may be adjourned to a later date, and no notice of such adjourned meeting shall be necessary. Said annual meeting, or any adjourned meeting thereof, shall also transact such other business as may properly be brought before it.

Section 2. Notice. A notice of each annual meeting shall be mailed by the Secretary to each stockholder at the last known place of business not less than ten (10) days nor more than sixty (60) days before each annual meeting; provided, no notice shall be required if all of the stockholders waive notice of such meeting.

Section 3. Special Meetings. A special meeting of the stockholders may be called at any time by the President, or by any two (2) directors, or by any stockholders or stockholder having not less than ten (10) percent of the capital stock of the Corporation entitled to vote on the issue to be considered at the special meeting. Notice of such special meetings shall be the same as that required for an annual meeting; provided, no notice shall be required if all of the stockholders waive notice of meeting. The purpose of the meeting shall be stated in the notice.

Section 4. Quorum. Stockholders holding a majority of the outstanding shares of the capital stock of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. In the event the Corporation has classes or series of shares entitled to vote as a separate voting group, action requiring the vote of such voting group may be taken only if a majority of those shares is represented in person or by proxy.

Section 5. Informal Action by Stockholders. Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Powers of Board. The Board of Directors shall have general management and control of the business, property, and affairs of the Corporation, and may exercise all powers with regard thereto, except such as are by law expressly reserved to the stockholders, and except us prohibited by law or the professional ethics of its professional employees.

Section 2. Number, Term and Qualifications. The number of directors constituting the Board of Directors may vary, but shall not be more than ten (10) nor less than two (2) members, one (1) of whom must be a stockholder duly licensed to practice medicine and related services in North Carolina; provided that, the minimum and maximum number of Directors may only be changed by the stockholders. Each director shall hold office until the next election of Directors by the stockholders, and thereafter until their successors are elected and qualified.

Section 3. Election of Directors. Except as provided in Sections 4 and 5 of this Article, the Directors shall be elected at the annual meeting of the stockholders. Those nominees who receive the highest number of votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present shall be deemed to have been elected.

Section 4. Removal and Resignation. Any director may be removed at any time with or without cause by a vote of the stockholders if the number of votes cast to remove him exceeds the number of votes cast not to remove him. If any director is removed, a successor director may be elected at the same meeting. A director may not be removed at a meeting (other than an annual meeting at which election of Directors normally occurs) unless the notice of the meeting states that one of the purposes of the meeting is removal of the director. A director may resign at any time by communicating his resignation to the Board of Directors, its Chairman, or the Corporation. Such resignation is effective when communicated unless it specifies in writing a later date or subsequent event upon which it will become effective.

Section 5. Vacancies. Any vacancy occurring on the Board of Directors, including a vacancy caused by an increase in the authorized number of Directors or a failure of the shareholders to elect the full authorized numbers of directors, may be filled by the affirmative vote of a majority of the remaining Directors even though less than a quorum, or by the sole remaining director. The term of a director elected to fill a vacancy shall expire at the next meeting of shareholders at which Directors are elected.

 

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Section 6. Chairman of the Board. There may be a Chairman and Vice Chairman of the Board of Directors elected by the Directors from their number at any meeting of the Board of Directors. The Chairman, or in his absence the Vice Chairman, shall preside at all meetings of the Board of Directors and each shall perform such other duties as may be directed by the Board of Directors. The Chairman and Vice Chairman shall be officers of the Corporation.

Section 7. Meetings of Directors. The Directors shall hold meetings at least annually, at such hour and place as they may from time to time determine, and may hold special meetings at any time upon the call of the President or any two Directors.

Section 8. Notice. Notice of the time and place of all meetings, both regular and special, shall be given by the Secretary or the person or persons calling such meeting to each Director by any usual means of communication not less than twenty-four (24) hours before the meeting; provided, however, that meetings may be held at any time without notice if all of the Directors are present and take part in the meeting, or waive notice of the meeting in writing and such written waiver is filed by the Secretary with the corporate records or as part of the minutes of the meeting.

Section 8. Quorum. A quorum at any meeting of the Board of Directors shall consist of at least a majority of the duly elected and qualified members of the Board of Directors. A majority of all members of the Board shall decide any questions that may come before the meeting.

Section 10. Informal Action by Directors. Any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the Directors.

Section 11. Participation by Telephone. Any one or more Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications device that allows all persons participating in the meeting to hear each other. Participation by this means shall be deemed presence in person at the meeting.

ARTICLE V

OFFICERS

Section 1. Election of Officers. Immediately following the annual stockholders meeting, the Board of Directors shall meet and elect a President, as many Vice Presidents as deemed necessary, a Secretary, a Treasurer, and may elect Assistant Secretaries and Assistant Treasurers; provided, however, that any two of said offices, other than those of President and Secretary, may be combined, and may be held by the same individual. Said officers shall hold office until their successors are elected and qualified; provided, however, that the Board of Directors shall at all times have and retain the right to declare any office vacant and elect a successor to hold office until the next meeting and thereafter until his successor is elected and qualified.

Section 2. Removal and Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. An officer may resign at any time, by communicating his resignation to the Corporation, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation with such officer.

 

3

Section 3. President. The President shall be a stockholder, a member of the Board of Directors, and duly licensed to practice medicine and related services in North Carolina. The President shall preside at all meetings of the stockholders, and shall have general charge of and control of the affairs of the Corporation, subject to such regulations and restrictions as the Board of Directors shall from time to time determine. In the absence of the Chairman and the Vice-Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 4. Vice President. The Vice President or Vice Presidents elected by the Board of Directors shall perform such duties as may from time to time be assigned to him by President or the Board of Directors. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, share certificates or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed. In the case of death, disability or absence of the President, the Vice President elected by the Board of Directors shall be vested with all the powers and perform all the duties of the President. If the Vice President is not duly licensed to practice medicine and related services in North Carolina, in the case of death, disability or disqualification of the President, the Directors shall appoint a new President who is duly licensed to practice medicine and related services in North Carolina.

Section 5. Secretary. The Secretary shall countersign all certificates of stock, shall keep a record of the minutes of all meetings of the stockholders and directors, shall give notice of meetings as provided by these Bylaws, shall have custody of all books, records and papers of the Corporation, except such as shall be in the charge of the Treasurer or some other person authorized to have charge thereof by the Board of Directors, and shall perform such other duties incident to the office of Secretary or as may from time to time be assigned to him by the President or the Board of Directors.

Section 6. Treasurer. The Treasurer shall receive and disburse all corporation funds and shall keep an accurate and detailed record of all receipts and disbursements, which record shall at all times be subject to inspection by any member of the Board of Directors. He shall deposit all Corporation funds coming into his hands in such bank or banks as may be designated by the Board of Directors. All checks, drafts, notes, or orders drawn against the accounts or funds of the Corporation shall be signed by either the President, Treasurer, or such other officer, agent, or employee authorized by resolution of the Board of Directors. In addition, he shall perform such other duties incident to the office of Treasurer or as may from time to time be assigned to him by the President or the Board of Directors.

 

4

Section 7. Assistant Secretary. One or more Assistant Secretaries may be elected and shall perform such duties as may from time to time be designated by the Secretary, the President, or the Board of Directors. He shall also have power to attest any contract, deed or other instrument executed in the name of the Corporation.

Section 8. Assistant Treasurer. One or more Assistant Treasurers may be elected and shall be considered as officers of the Corporation and shall perform such duties as may from time to time be designated by the Treasurer, the President, or the Board of Directors. The office or offices of the Assistant Treasurer may be combined with the office or offices of Assistant Secretary.

ARTICLE VI

AMENDMENT OF BYLAWS

These Bylaws or any part thereof may be repealed, altered, or amended and new Bylaws adopted by any meeting of the Board of Directors by the affirmative vote of (i) stockholders holding a majority of shares of the capital stock of the Corporation entitled to vote or (ii) a majority of the members of the Board.

ARTICLE VII

CORPORATE SEAL

The Board of Directors shall provide a suitable corporate seal.

ARTICLE VIII

STOCK

Section 1. Capital Stock. The shares of this Corporation shall be issued in accordance with N.C.G.S. § 55B-6, and no stockholder of this Corporation and no personal representative of a deceased or incompetent stockholder may sell, transfer, pledge or hypothecate any of such stockholder’s shares in this Corporation except to the Corporation or otherwise in accordance with N.C.G.S. § 55B-6.

Section 2. Transfer and Certificates. No share or shares of any stock of this Corporation shall be transferred upon the books of the Corporation unless and until the Corporation has received a certificate of the Medical Board of the State of North Carolina that the transferee of such shares is a person duly licensed to practice medicine and related services in North Carolina. Certificates of stock shall be issued in numerical order from the stock certificate book. They shall be signed by the President or a Vice President, and attested by the seal of the Corporation and the signature of the Secretary or an Assistant Secretary. A record of each certificate shall be kept on the stub thereof. Each certificate of stock shall be in form not inconsistent with the laws of the State of North Carolina and Bylaws as provided by the Board of Directors. Transfer shall be made only upon the books of the Corporation; and before a new certificate is issued, the old certificate must be surrendered for cancellation, and marked “canceled” with the date of cancellation, by the Secretary or an Assistant Secretary.

Section 3. Death or Disqualification of Stockholder. Unless agreed in writing by all stockholders, if any stockholder of the Corporation for any reason ceases to be duly licensed to practice medicine and related services in the State of North Carolina, or is elected to a public

 

5

office or accepts employment that, pursuant to law, places restrictions or limitations upon his continued rendering of professional services as one duly licensed to medicine and related services in North Carolina, or upon the death or adjudication of incompetency of a stockholder, or upon the severance of a stockholder as an officer, agent, or employee of the Corporation, or in the event any such stockholder of the Corporation, without first obtaining the written consent of all other stockholders of the Corporation, shall become a stockholder or an officer, director, agent, or employee of another professional service corporation authorized to practice medicine and related services in North Carolina, or if any stockholder makes an assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or becomes the subject of an involuntary petition in bankruptcy, or attempts to sell, transfer, hypothecate, or pledge any shares in this Corporation to any person or in any manner prohibited by law or by the Bylaws of the Corporation or if any lien of any kind is imposed upon the shares of any stockholder and such lien is not removed within 30 days after its imposition, or upon the occurrence, with respect to a stockholder, of any other event hereafter provided for by amendment to the Articles of Incorporation or these Bylaws, then and in any of such events, the shares in this Corporation of such stockholder shall then and thereafter have no voting rights of any kind, shall not be entitled to any dividend or rights to purchase shares of any kind which may be declared thereafter by the Corporation, and shall be forthwith transferred, sold, and purchased or redeemed at such price or value and only in the manner following:

(a) The purchase or redemption price for such shares shall be the book value of such shares as of the end of the calendar month next preceding the occurrence of such event. The term “book value” shall mean the proportionate value at which such shares are carried and shown on the books and records of the Corporation, including all surplus and undivided profits shown thereon. In determining such “book value,” there shall be no reappraisal or adjustment in the values of the corporate assets, but all such assets shall be included only at their depreciated values as carried and shown on the Corporation’s books and records, and no amounts or values shall be included in such “book value” for good will or firm name, or leases or other intangible assets, or for work in process or for fees billed but uncollected.

(b) Upon the occurrence of any such event, the holder of such shares shall forthwith endorse, assign, transfer, and deliver such shares and the certificates evidencing the same to such individual or individuals, or to the Corporation itself, as may be directed by resolution of the Board of Directors. Simultaneously with such delivery, the purchase or redemption price, determined as provided in paragraph (a) of this section, shall become payable to such stockholder (or to his legal representative if he be deceased or incompetent) by the purchasing individual or individuals, or by the Corporation, as the case may be, in the following manner: 33-1/3% of such price shall be paid in cash on the date of such delivery, and the balance of such price shall be paid in two equal installments, without interest, payable respectively six months and one year following the date of such delivery. If requested, the purchasing individual or individuals or the Corporation, as the case may be, shall evidence the deferred payments by promissory note or notes duly executed and delivered. To the extent any such shares are purchased by the Corporation, such shares and the certificates evidencing the same shall stand redeemed and shall forthwith be canceled. To the extent any such shares are purchased by an individual or individuals, the shares and the certificates evidencing the same shall be reissued to the purchasing individual or individuals and in the name or names thereof. Any individual or individuals purchasing such shares, must be licensed to practice medicine in North Carolina.

 

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Section 4. Legend. Each certificate representing shares of the Corporation shall contain an endorsement reading substantially as follows:

“The shares represented by this certificate are subject to certain transfer requirements as provided in the Bylaws of the Corporation, a copy of which is on file at the Corporation’s principal office, and to provisions of the Professional Corporation Act of North Carolina and the rules and regulations of the Medical Board of the State of North Carolina”.

ARTICLE IX

DISTRIBUTIONS

Section 1. Distributions. The Board of Directors may from time to time authorize and declare, and the Corporation may pay, distributions (including but not limited to dividends on, and redemptions and other acquisitions of shares of the Corporation’s stock) on its outstanding shares in cash, property, or its own shares, provided any such distribution is in compliance with applicable restrictions under N.C.G.S. § 55-6-40 and any other provisions of North Carolina law.

ARTICLE X

INDEMNIFICATION OF PROFESSIONAL EMPLOYEES

Section 1. Indemnification. Each of the officers, shareholders, agents, and employees who renders professional services for the Corporation as one duly licensed to practice medicine and related services in North Carolina, shall be, and is hereby, indemnified and held harmless by the Corporation to the fullest extent permitted by law from and against any and all liabilities, claims, losses, demands, and expenses whatsoever arising out of or by reason of any negligent or wrongful acts or misconduct committed by him, or by any person under his direct supervision and control, while rendering such professional services on behalf of the Corporation; provided, however, the Corporation shall not be so liable with respect to any matter in which such person has been guilty of fraud or material misrepresentation to the Corporation, its Board of Directors, its shareholders, or any other person.

Section 2. Insurance. The Corporation may procure and pay for such insurance as it deems desirable.

ARTICLE XI

CORPORATE RECORDS

Section 1. Books of Accounts, Minutes and Share Register. The Corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders and board of directors without a meeting, and a record of all actions taken by a committee of the board of directors exercising the authority of the board of directors on behalf of the corporation. The Corporation shall maintain appropriate accounting records. The Corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each. The Corporation shall keep a copy of the following records at its principal office: (i) the Articles or Restated Articles of Incorporation and all amendments to them currently in effect; (ii) the Bylaws or Restated Bylaws and all amendments to them currently in effect; (iii) the minutes of all shareholders’ meetings

 

7

and records of all actions taken by shareholders without a meeting, for the past three (3) years; (iv) its financial statements for the past three (3) years, including balance sheets showing in reasonable detail the financial condition of the corporation as of the close of each fiscal year, and an income statement showing the results of its operations during each fiscal year; (v) all written communications to shareholders generally within the past three (3) years; (vi) a list of the names and business addresses of its current directors and officers; and (vii) its most recent annual report delivered as required by N.C.G.S. § 55-16-22.

ARTICLE XII

EMERGENCY BYLAWS

In accordance with N.C.G.S. § 55-2-07(d), the Bylaws set forth in this Article shall be effective only in the event that a quorum of the Board of Directors cannot be assembled because of some catastrophic event.

In the event of an emergency described above and in N.C.G.S. § 55-2-07(d), a meeting of the Board of Directors may be called by giving notice only to those Directors whom it is practicable to reach and may be given by any practicable manner, including by publication and radio. One or more of the officers present at the meeting of the Board of Directors may be deemed to be a director for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

During the emergency, the Board of Directors may modify lines of succession to accommodate the incapacity of any director, officer, employee or agent, and relocate the principal office, designate alternate principal offices or regional offices, or authorize the officers of the Corporation to do any of the foregoing.

All other provisions of these Bylaws consistent with this Article shall remain effective during the emergency described above.

Corporate action taken in good faith in an emergency pursuant to these Bylaws and N.C.G.S. § 55-3-03 to further the ordinary business affairs of the Corporation shall be binding upon the Corporation. These emergency Bylaws can be repealed only by action of the shareholders.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NORTH CAROLINA, P.A. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of November 18, 2003.

 

  /s/ Gilbert Drozdow, Secretary

  Gilbert Drozdow, Corporate Secretary

 

8

EX-3.275 166 d805253dex3275.htm EX-3.275 EX-3.275

Exhibit 3.275

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF INCORPORATION

FOR A

PROFESSIONAL CORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

 

1.

    The name of the proposed corporation is Sheridan Children’s Healthcare Services of South Carolina, P.A.
  
  

Choose one of the following: ¨Professional Corporation, ¨P.C., ¨PC

  

¨Professional Association, þP.A., ¨PA, ¨Service Corporation, ¨Chartered.

2.    This corporation is a professional corporation governed by Chapter 19 Title 33 of the 1976 South Carolina Code, as amended.
3.    The corporation’s purpose shall be to render the following professional services
  

 

  

Medical Services

4.

    The initial registered office of the corporation is   

2 Office Park Court, Suite 103

      Street Address
  Columbia    Richland    29223
  City    County    Zip Code
  and the initial registered agent at such address is   

CT Corporation System

        Print Name
  I hereby consent to the appointment as registered agent of the corporation.
         /s/ Madonna Cuddihy                                           
    

                Agent’s Signature

   
  5.    The corporation is authorized to issue shares of stock as follows. (Check either “a” or “b,” whichever is applicable:
     a. þ    The corporation is authorized to issue a single class of shares the total number shares authorized is 1,000.
     b. ¨    The corporation authorized to issue more than one class of shares:
        Class of Shares    Authorized no. of Each Class   
       

 

   

 

   
       

 

   

 

   
       

 

   

 

   

If shares are divided into two or more classes or if any class of shares is divided into series within a class, the relative rights, preferences, and limitations of the shares of each series within a class are as follows:

 

  

Sheridan Children’s Healthcare Services of South Carolina, P.A.

   Name of Corporation

 

6.

    The existence of the corporation shall begin when these articles are filed with the Secretary of State unless a delayed date is indicated (See Section 33-1-230(b)):                    

7.

    The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See the applicable provisions of Sections 33-2-102, 35-1-105, and 35-2-221 of the 1976 South Carolina Code):
See “Exhibit A” attached.

8.

    The name and address and signature of each incorporator is as follows (only one is required):
  

a.        

   

M. Richard Auerbach, M.D.

   
      Name   
     

1613 North Harrison Parkway, Suite 200, Sunrise, FL 333223

   
      Address   
     

/s/ M. Richard Auerbach, M.D.

   
      Signature   
  

b.

   

 

   
      Name   
     

 

   
      Address   
     

 

   
      Signature   
   c.   

 

   
      Name   
     

 

   
      Address   
     

 

   
      Signature   

9.

    I, Jeanne J. Brooker, an attorney licensed to practice in the State of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2. Title 33 of the 1976 South Carolina Code relating to the article of incorporation

Dated: 7/20/12            

/s/ Jeanne J. Brooker

    Signature
   

Jeanne J. Brooker

    Type or Print Name
   

2 Office Park Court, Suite 103

    Address
   

699-6130

    Telephone Number

EXHIBIT A

SECTION 7 – INDEMNIFICATION

Section 1 – Indemnification. (A) Except as provided in Section 1(C) below, the Corporation shall, and does indemnify, to the fullest extent permitted or authorized by law, each person who was or is a party, or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated, or to be initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of notice of such Proceeding from the indemnified person.

(C) Notwithstanding anything to the contrary contained in these Articles, the Corporation’s obligations under these indemnification provisions shall not apply to; (i) a medical malpractice claim or matter; (ii) acts or omissions in contravention of an indemnified person’s employment agreement or a director’s or officer’s written agreement with the Corporation including without limitation, failure to substantially abide by policies and procedures in the manner described in the indemnified person’s employment agreement or a director’s or officer’s written agreement with the Corporation; (iii) acts or omissions which are known, or should reasonable be known, to be unlawful by the indemnified person and which were not the result of the Corporation’s direction or within the scope of employment; and (iv) acts or omissions which are outside the scope of an indemnified person’s scope of employment or responsibilities as a director or as an officer or employee and which were not the result of the Corporation’s direction.

Section 2 – Advance of Costs, Charges and Expenses. Except if the Corporation shall determine in its reasonable discretion that a matter or claim for which indemnification is being sought is not indemnifiable under the terms of the indemnification obligations described in this Article, costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to the Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted by law in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors of the Corporation (the “Undertaking” by or on behalf of the indemnified person to repay all amounts in advanced unless it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article. Notwithstanding the immediately preceding sentence, in connection with a Proceeding (or any part of a Proceeding) initiated by an

indemnified person, the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the Corporation may, upon approval of the indemnified person, authorized the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 – Procedure for Indemnification: Conduct or Defense and Counsel. Any indemnification or advance under this Article shall be made promptly and, in any event, within 60 days after delivery of the written request of the indemnified person. The right to indemnification or advances as granted by this Article shall be enforceable by the indemnified person in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any action shall also be indemnifiable by the Corporation. There shall be a defense available to the Corporation to assert, in any action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current legislation or by current judicial or administrative decision for indemnification. The Corporation shall have the continuing rights to approve any counsel chosen to defend the indemnitee, which approval shall not be unreasonably withheld and any settlement of the matter being indemnified by the Corporation shall require the Corporation’s prior written approval, which shall not be unreasonably withheld. If the Corporation and the indemnitees are part of the same Proceeding, then to the extent that the applicable rules of professional responsibilities permit the Corporation and the indemnitee to be represented by the same legal counsel, as the Corporation shall reasonably determine, then the Corporation shall choose counsel and direct the defense and settlement of any such Proceeding, provided that any settlement fully concludes the matter and forecloses any further liability for the indemnitee arising out of or relating to that Proceeding to the extent indemnification applies under this Article.

EX-3.276 167 d805253dex3276.htm EX-3.276 EX-3.276

Exhibit 3.276

BY-LAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF SOUTH CAROLINA, P.A.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder. Notwithstanding the foregoing, only a “qualified person” under the South Carolina Professional Corporation Supplement may vote the shares of the Corporation.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. Only a

 

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“qualified person” under the South Carolina Professional Corporation Supplement may be appointed a proxy. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the South Carolina Business Corporation Act of 1988, as amended.

 

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ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age. Not less than one-half of the directors must be qualified persons with respect to the Corporation as provided in the South Carolina Professional Corporation Supplement. Any Director that is not duly licensed to practice the profession designated in the Articles of Incorporation shall not participate in any decisions constituting the practice of the profession.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been

 

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elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation .or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director, and the notice is given in the manner prescribed in Section 33-8-108 of the South Carolina Business Corporation Act of 1988, as amended. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

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Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting

 

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shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or

 

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until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices. The offices of President and Vice President can only be held by qualified persons with respect to the Corporation as provided in the South Carolina Professional Corporation Supplement. Any officer that is not duly licensed to practice the profession designated in the Articles of Incorporation shall not participate in any decisions constituting the practice of the profession.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of.the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

 

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Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects; provided, however, if the officer is required by the South Carolina Professional Corporation Supplement to be a qualified person with respect to the Corporation, then such officers powers may be delegated only to a person who is also a qualified person with respect to the Corporation.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

 

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ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after the issuance of uncertificated shares, the Corporation shall send the shareholder a written notice containing the statement required by Section 33-19-210(a) of the South Carolina Professional Corporation Supplement. Each certificate issued shall be signed by the President and the Secretary. The statement required by Section 33-19-210(a) of the South Carolina Professional Corporation Supplement must appear conspicuously on each share certificate issued by the Corporation. Shares may be issued only to persons who are duly licensed or otherwise legally authorized to practice the profession designated in the Articles of Incorporation in the State of South Carolina or another State. Furthermore, the shares shall be subject to the restrictions, qualifications, limitations and rights as contained in the South Carolina Professional Corporation Supplement and the Articles of Incorporation, as may be amended.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of South Carolina, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation may only be transferred to a qualified person as provided in the South Carolina Professional Corporation Supplement. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, in the manner and upon the terms and conditions provided by the South Carolina Business Corporation Act, the South Carolina Professional Corporation Supplement and the Articles of Incorporation.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past ten years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; its most recent annual report delivered to the Department of Revenue; and its Federal and state income tax return for the past ten years.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which be wishes to inspect and copy the records. Shareholders holding at least one percent of any class of shares are entitled to conduct an inspection of the tax returns described in Section 1(C) of this Article.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation

 

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if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting hi place of the Board on behalf of the Corporation; (ii) minutes of any meeting of the shareholders; (iii) records of action taken by the shareholders or Board of Directors without a meeting; (iv) accounting records; (v) the record of shareholders; and, (vi) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a

 

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balance sheet as of the end of the fiscal year, an income statement for that year, a statement of cash flows for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promissory notes or promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after

 

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receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of

 

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it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the South Carolina Business Corporation Act of 1988, the South Carolina Professional Corporation Supplement or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the

 

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authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of South Carolina law.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

 

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I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Children’s Healthcare Services of South Carolina, P.C. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of July 20 , 2012.

 

  /s/ M. Richard Auerbach

  M. Richard Auerbach, Corporate Secretary

 

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EX-3.277 168 d805253dex3277.htm EX-3.277 EX-3.277

Exhibit 3.277

CHARTER

(For-Profit Corporation)

The undersigned acting as Incorporator(s) of a for-profit corporation under the provisions of the Tennessee Business Corporation Act adopts the following Articles of Incorporation.

1. The name of the corporation is:

Sheridan Children’s Healthcare Services of Tennessee, P.C.

[NOTE: Pursuant to Tennessee Code Annotated § 48-14-101(a)(1), each corporation name must contain the words corporation, incorporated, or company or the abbreviation corp., Inc., or co.)

2. The number of shares of stock the corporation is authorized to issue is: 1,000

3. The name and complete address of the corporation’s initial registered agent and office located in the State of Tennessee is:

CT Corporation System

800 S. Gay Street, Suite 2021

Knoxville, TN 37929

County: Knox

4. List the name and complete address of each Incorporator:

Barry Chandler, M.D. c/o CT Corporation System, 800 S. Gay Street, Suite 2021, Knoxville, TN 37929

5. The complete address of the corporation’s principal office is:

Barry Chandler, M.D. c/o CT Corporation System, 800 S. Gay Street, Suite 2021, Knoxville, TN 37929

6. The corporation is for profit.

7. If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time are:

Date                     ,         , Time              (Not to exceed 90 days.)

8. Other provisions:

 

12/21/2011

    

/s/ Barry Chandler, M.D.

Signature Date

     Incorporator’s Signature
   

Barry Chandler, M.D.

    Incorporator’s Name (typed or printed)
 EX-3.278 169 d805253dex3278.htm EX-3.278 EX-3.278

Exhibit 3.278

BY-LAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF TENNESSEE, P.C.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Tennessee Business Corporation Act.

 

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ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have one (1) director. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

 

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Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

 

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Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

 

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Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4. Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

 

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The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws, shall not be bound to recognize any equitable or other claim to or interest in the shares.

 

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Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Law.

 

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ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

 

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Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

 

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Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding

 

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(collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as

 

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authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the fmal determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if

 

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any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article shall not in any way

 

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diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

 

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ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Children’s Healthcare Services of Tennessee, P.C. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of December 21, 2011.

 

  /s/ Barry Chandler

  Barry Chandler, Corporate Secretary

 

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EX-3.279 170 d805253dex3279.htm EX-3.279 EX-3.279

Exhibit 3.279

ARTICLES OF INCORPORTION

OF

SHERIDAN CRITICAL CARE SERVICES, P.A.

ARTICLE I – NAME

The name of this corporation is Sheridan Critical Care Services P.A. (the “Professional Association”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Professional Association is organized for the purpose of practicing medicine and transacting any or all lawful business for professional corporations for profit organized under the Florida Professional Service Corporation and Limited Liability Company Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street of the principal office of this Corporation, unless and until relocated, is 1613North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

Fax. Audit Number H13000228805 3

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than (l). The name and address of ‘the initial director of this Corporation is:

Gilbert Drozdow, M.D.

1613 North Harrison Parkway, Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jay A. Martus

1613North Harrison Parkway, Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 15th day of October, 2013.

 

  /s/ Jay A. Martus

  Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Critical Care Services, P.A. (the “Professional Association”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Jay A. Martus

1613North Harrison Parkway, Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 15th day of October, 2013.

 

  /s/ Jay A. Martus

  Jay A. Martus, Registered Agent
 EX-3.280 171 d805253dex3280.htm EX-3.280 EX-3.280

Exhibit 3.280

BY-LAWS

OF

SHERIDAN CRITICAL CARE SERVICES., P.A.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

 

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(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation

 

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if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement

 

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of cash flows for that year. If fmancial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

 

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(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subSection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay

 

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pursuant to the Undertaking until the fmal determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances

 

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because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

 

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Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN CRITICAL CARE SERVICES, P.A. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of October 15, 2013.

 

  /s/ Gilbert Drozdow, Secretary

  Gilbert Drozdow, M.D., Corporate Secretary

 

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EX-3.281 172 d805253dex3281.htm EX-3.281 EX-3.281

Exhibit 3.281

ARTICLES OF ORGANIZATION

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF GEORGIA, LLC

ARTICLE I – NAME

The name of the Limited Liability Company is Sheridan Emergency Physician Services of Georgia, LLC (hereinafter the “Company”).

ARTICLE II – DURATION

The existence of the Company shall be perpetual, unless and until terminated pursuant to Georgia law.

ARTICLE III – PURPOSE

The Company is organized for the purpose of transacting any or all business permitted under the Georgia Limited Liability Company Act.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of the Company, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – REGISTERED AGENT

AND REGISTERED OFFICE

The street address and county of the initial registered office of the Company is 1201 Peachtree Street, NE, Atlanta, GA 30361 in Fulton County. The name of the initial registered agent of the Company at such address is C T Corporation System.

ARTICLE VI – ORGANIZER

The name and address of the organizer is Charlene L. McGinty, Esq., 303 Peachtree Street, NE, Suite 5300, Atlanta, Georgia 30308. The organizer is a natural person of at least eighteen years of age.

ARTICLE VII – MEMBERSHIP

The Company will have a sole Member that will hold all of the units and interests of the Company.

ARTICLE VIII – MANAGEMENT

All powers of the Company shall be exercised by, or under the direction and control of, one or more Managers in a manner consistent with the terms, provisions and conditions of the Company’s Operating Agreement and the Georgia Limited Liability Company Act. Subject to the terms and conditions of the Operating Agreement, the Manager or Managers, as applicable,

shall have complete power and authority over and the exclusive control and management of the business and affairs of the Company. Unless authorized to do so by the Manager or Managers, as applicable, or otherwise specifically provided in the Operating Agreement, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any way, to affect the Company’s credit or to render the Company liable for any purpose.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization, this 19th day of March, 2009.

 

/s/ Charlene L. McGinty

Charlene L. McGinty, Esq., Organizer
 EX-3.282 173 d805253dex3282.htm EX-3.282 EX-3.282

Exhibit 3.282

Limited liability company interests in Sheridan Emergency Physician Services of Georgia, LLC have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws and have been sold in reliance on exemptions from the registration requirements of such acts, including paragraph (13) of Code Section 10-5-9 of the Georgia Securities Act of 1973, and Section 4(2) of the Securities Act and may not be sold or transferred except in a transaction which is exempt under such acts or pursuant to an effective registration under such acts.

OPERATING AGREEMENT OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF GEORGIA, LLC

This OPERATING AGREEMENT (the “Agreement”), effective as ‘of March 20, 2009, is by and between SHERIDAN EMERGENCY PHYSICIAN SERVICES OF GEORGIA, LLC, a Georgia limited liability company (the “Company”) and STEVEN GEVAS, M.D., an individual resident of the State of Florida, as the sole member of the Company for the purpose of organizing the Company.

WHEREAS, the Company was organized on March 20, 2009 by filing Articles of Organization with the Secretary of State of the State of Georgia under the provisions of the Georgia Limited Liability Company Act, as amended, modified or restated from time-to-time.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member hereby agrees to conduct the business of the Company pursuant to the Act and to organize the Company’s operations in accordance with this Agreement.

ARTICLE I

ORGANIZATION AND DEFINITIONS

1.1 Organization; Name. The Company shall be a Manager managed organization. The name of the Company shall be “Sheridan Emergency Physician Services of Georgia, LLC.”

1.2 Principal Office; Registered Office and Agent. The principal office of the Company will be such location as may be determined from time-to-time by the Manager. The Company’s registered agent in Georgia shall be CT Corporation System, or such other Person as the Members may from time to time select. The initial registered office of the Company shall be located at 1201 Peachtree Street, NE, Atlanta, Georgia 30361.

1.3 Terms. The Company’s existence will continue perpetually unless it is sooner terminated by agreement of all of the Members.

1.4 Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

1.4.1 “Act” shall mean the Georgia Limited Liability Company Act, O.C.G.A., Title 14, Chapter 11, as may be amended, modified, or restated from time to time.

1.4.2 “Affiliate” means with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person as used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

1.4.3 “Articles of Organization” means the Articles of Organization filed pursuant to the Act time.

1.4.4 “Code” shall mean the internal Revenue Code of 1986, as amended from time to time.

1.4.5 “Company” means “Sheridan Emergency Physician Services of Georgia, LLC,” a Georgia limited liability company.

1.4.6 “Covered Person” means a Member; any Affiliate of Member; any Manager, officers or Managers of the Company; any officers, Manager, members, partners, employees, representatives or agents of a Member or any Affiliate of a Member; or any employee or agent of the Company or its Affiliates.

1.4.8 “Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year, and shall also be the Company’s taxable year under the Code.

1.4.9 “Interest” means a Person’s rights to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act, whether as a Member or an assignee of Member’s Interest. The Interest of a Member is represented by Units held by the Member.

1.4.10 “Majority Interest” means one or more Members holding more than fifty percent (50%) of the Units of the Company.

1.4.11 “Manager” or “Managers” means for all purposes, subject to the limitations set forth in Section 4.4 regarding Major Decisions the Managers (as defined below), Officers, and any other Person designated by the Managers or the Member(s) as a Manager. The initial Manager of the Company shall be Steven Gevas, M.D. In managing the business or affair of the Company, a Manager shall act in compliance with Section 14-11-305 of the Act.

1.4.12 “Member” means any Person named as a. member of the Company on Schedule A hereto, as the same may be amended from time-to-time, and includes any Person admitted as an additional Member or a substitute Member pursuant to the provisions of this Agreement “Members” means two (2) or more of such Persons when acting in their capacities as Members of the Company. For purposes of the Act, the Members shall constitute one (1) class or group of members.

1.4.13 “Officers” shall have the meaning set forth in Section 4.1 of this Agreement.

 

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1.4.14 “Person” shall mean an individual, a corporation, partnership, trust, company, association or any other form of entity, and their permitted heirs, executors, administrators, legal representatives, successors, and assigns.

1.4.15 “Securities Act” means the Securities Act of 1933, as amended.

1.4.16 “Transfer” means any sale, transfer assignment, pledge, encumbrance, conveyance, liquidation, alienation or other disposal of an Interest.

1.4.17 “Treasury Regulations” shall me the permanent, temporary, proposed, or proposed and temporary regulations of the U.S. Department of the Treasury under the Code as such regulations may be lawfully changed from time to time.

1.4.18 “Units” mean evidence of ownership of the Interests in the Company. The number of Units initially held by the Members is set forth in Schedule A attach hereto.

ARTICLE II

PURPOSES AND BUSINESS OF THE COMPANY

2.1 Purposes of the Company. The Company has been formed for the purpose of carrying out any and all lawful activities for companies organized under the Act.

2.2 Authority of the Company. To carry out its purposes and business, the Company, consistent with and subject to the provisions of this Agreement, the Act and other applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, applicable, or convenient for, the furtherance and accomplishment of its purposes.

ARTICLE III

THE MEMBER AND LIMITED LIABILITY

3.1 Member; Limited Liability. The sole Member of the Company is Steven Gevas, M.D. Said Member holds all of the Interests and Units in the Company. The Member shall not have any personal liability whatsoever in his capacity as a Member, whether to the Company, or to the creditors of the Company, for the debts, liabilities, contracts, or any other obligations of the Company, or for any losses of the Company.

3.2 Units. The number and class of Units issued to the Members shall be as set forth on Schedule A, as the same may be amended from time-to-time, and shall be issued at such time as the Managers have verified delivery of the Member’s capital contribution. The Interests in the Company will be divided into Units, with each Unit entitling the holder thereof generally, unless otherwise provided for herein, a right (i) to vote on matters requiring the approval of the Members; and (ii) to receive distributions, all of which shall be as specifically provided herein. Subject to the provisions governing the admission of Additional Members, the Members shall determine the total number of Units of the Company. In no event shall the total number of Units issued by the Company exceed One Thousand (1,000) Units. Each Unit shall be evidenced by a certificate.

 

3

ARTICLE IV

MANAGEMENT

4.1 Manager. The day-to-day business and affairs of the Company shall be managed under the direction of a Manager. The Manager is appointed by the Member who will supervise the activities of the Company. The Manager shall hold office until his or her successor shall have been elected and qualified or his or her earlier resignation or removal. The Manager need not be residents of the State of Georgia or Members of the Company. The sole Member designates each of the Manager as authorized representatives and Managers of the Company, within the meaning of the Act, to do and perform, or cause to be done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as deemed necessary or appropriate in furtherance of the ordinary course of business of the Company.

4.2 Officers. The Manager shall elect shall officers (individually, an “Officer,” or collectively the “Officers”) as deemed necessary for the efficient operation of the Company. The Company shall have a President, Secretary, and Treasurer as the Manager may determine from time to time. The Manager designates each of the Officers as authorized representatives of the Company, within the meaning of the Act, to: (i) execute, deliver and file the Articles of Organization of the Company (and any amendments and/or restatements) and any other documents (and any amendments and/or restatements) necessary for the Company to qualify to transact business in any jurisdiction in which the Company may wish to conduct business; and, (ii) do and perform, or cause to be done and performed, all such acts, deeds an things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as deemed necessary or appropriate in furtherance of the ordinary course of business of the Company.

The President of the Company shall be its chief executive officer and chief operating officer and shall manage the business and affairs of the Company subject to the direction of the Manager. The Secretary shall have custody of and maintain all of the corporate records of the Company, shall record the minutes of all meetings of the Officers and Managers, send out all notices of meetings and perform such other duties as are assigned to him by the President or the Managers. The Treasurer shall have custody of all corporate funds and financial records; shall keep, full and accurate accounts of receipts and disbursements and render accounts thereof and shall have such other duties as are assigned to him by the President or the Managers. The initial sole officer of the Company shall be: President/Secretary/Treasurer — Steven Gevas, M.D.

4.3 Officers’ Standard of Care. The Officers shall use their good faith efforts to implement or cause to be implemented all Major Decisions approved by the Members and the decisions of the Manager and to conduct or cause to be conducted the ordinary and usual business of the Company in accordance with and subject to the direction of the Manager. The President may, except as otherwise determined by the Manager, delegate in writing to other Officers, employees or agents of the Company matters for which the President may be responsible. The Officers shall be responsible for obtaining all licenses, permits and approvals necessary for the Company to operate its business.

 

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4.4 Major Decisions. Neither the Officers nor Manager may, directly or indirectly, take any of the following actions (referred to as “Major Decisions”) on behalf of the Company without the approval of the Members:

4.4.1 create, incur, assume, refinance or otherwise become liable with respect to any obligation for borrowed money (including guarantees of the indebtedness or other obligations of any Person or Affiliate of the Company);

4.4.2 pledge, mortgage, hypothecate or otherwise encumber any of the Company’s assets (other than in the ordinary course of business);

4.4.3 sell or otherwise dispose of any portion of the business or assets of the Company, except in the ordinary course of business;

4.4.4 engage in any business combination, including any merger or consolidation, or sell all or substantially all of the assets or properties of the Company;

4.4.5 consent to or file for any bankruptcy, custodianship, receivership or trusteeship of the Company; or

4.4.6 consent to the dissolution of the Company.

4.5 Resignation. Any Manager or Officer of the Company may resign at any time by giving notice to the Members in the case of a Manager, and the Managers in the case of an Officer. The resignation of any Manager or Officer shall take effect upon receipt of written notice thereof or at such later time as shall be specified in such notice; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Manager resigns, the Members shall have the right to replace such Manager. If an Officer resigns the Managers shall have the right to replace such Officer.

ARTICLE V

MEETINGS

5.1 Annual Meeting. If required under the Act, an annual meeting of the Members shall be held each year on the second Tuesday in March or at such other time as shall be determined by the Members, for the transaction of such business as may come before the meeting Members may also agree to conduct such meetings by telephone conference.

5.2 Special Meetings. Special meetings of the Members, for any purpose or purposes unless otherwise prescribed by the Act, may be called by any Member. Members may also agree to conduct such meetings by telephone conference.

5.3 Voting Rights. The Members shall have voting rights in accordance with the number of Units held by the Members, with respect to all matters relating to the Company’s business, other than determining whether a quorum exists for the conduct of a meeting of Members.

 

5

5.4 Quorum. Fifty-one percent (51%) of the Units of the Company, represented in person or by proxy, shall constitute a quorum at only meeting of Members.

5.5 Manner of Acting. If a quorum is present, the affirmative vote of a Majority interest of the Members shall be the act of the Members.

5.6 Proxies. At all meetings of Members, a Member may vote in person or by written proxy or by a duly authorized attorney-in-fact.

5.7 Action by Members Without a Meeting. Action required or permitted by the Act to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the Members holding the requisite number of Units required to approve the action, and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company’s records. Action taken under this Section is effective when Members holding the requisite number of Units have signed the consent unless the consent specifies a different effective date. Any Member who has not consented to the action shall receive a copy of the consent describing the actions taken within ten (10) days of the effective date of the consent.

ARTICLE VI

TAX AND ACCOUNTING MATTERS

6.1 Taxation as Company. The Company shall elect to be treated as a corporation for U.S. Federal Income Tax purposes pursuant to Treasury Regulation Section 301.7701-3.

6.2 Federal Tax Returns. The Treasurer shall cause the Company’s accountants to prepare, on a timely basis at the expense of the Company, for each Fiscal Year (or part thereof), federal tax returns incompliance with the provisions of the Code and any required state and local tax returns.

6.3 Accounting Method. For financial reporting purposes and for purposes of determining profits and losses, the books and records of the Company shall be kept in accordance with generally accepted accounting principles consistently applied and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

6.4 Distributions. All distributions to the Members shall be made prorata in accordance with the number of Units held by each Member.

ARTICLE VII

RESTRICTIONS ON TRANSFERABILITY

7.1 Transfers Prohibited. A Member may not Transfer all or any part of its, his or her Interest in the Company without the consent of Majority Interest of the Members, whether voluntary, involuntary, or by operation of law or otherwise.

7.2 Effect of Transfer. Except as otherwise herein specifically provided, any Transfer or purported Transfer of any interest in the Company shall be null and void. Each purchaser and any subsequent transferee of an Interest in the Company approved by the

 

6

Members, shall hold such Interest in the Company subject to all of the terms, conditions and provisions of this Agreement and shall make no further Transfer, whether by sale, gift, bequest, or otherwise, except as provided in this Agreement, and shall execute a counterpart to become subject to and bound by the terms of this Agreement.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation.

8.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person on behalf of the Company in a manner he or she believes in good faith to be in the best interests of the Company and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement.

8.2.2 A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements (including but not limited to financial statements and other financial data) presented to the Company or the Covered Person by any person engaged by the Company and who has been selected with reasonable care as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence.

8.2.3 Notwithstanding anything to the contrary in this Agreement, nothing herein shall eliminate or limit the liability of a Member or a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction for which the person received a personal benefit in violation or breach of any provision of this Agreement.

8.3 Indemnification. To the fullest extent permitted by Section 14-11-306 of the Act and applicable law, subject to Section 8.2.3 of this Agreement, the company shall indemnify and hold harmless each Covered Person from and against any and all claims and demands whatsoever arising in connection with the Company incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person provided that (i) any such action was undertaken on behalf of the Company and in a manner such Covered Person reasonably believed in good faith to be in the best interests of the Company and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, (ii) any such action was reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, and (iii) with respect to any criminal action or proceeding, such Covered Person had no knowledge or no reasonable cause to believe his action or omission was unlawful.

 

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8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, from time to time, be advance by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified under the provisions of Section 8.3 hereof.

8.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Members shall determine, against any liability that may be asserted or that may be incurred in connection with the activities of the Company.

8.6 Survival of Indemnity Provisions. Except as otherwise specifically provided herein, all of the indemnity provisions contained in this Agreement shall survive a Member’s, Manager’s and Officer’s ceasing to be a Member, Manager or Officer of the Company.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or communication to be given under the terms of this Agreement shall be in writing and shall be personally delivered or sent by facsimile, overnight delivery, or registered or certified mail, return receipt requested. Notice shall be effective upon receipt.

9.2 Application of Georgia Law. This Agreement shall be governed by the laws of the State of Georgia, without application of conflict of laws principles.

9.3 Waiver of Action of Partition. Each Member irrevocably waives during the term of the Company any right that he may have to maintain any action for partition with respect to the property of the Company.

9.4 Amendment. Except as otherwise provided within this Agreement or the Act, this Agreement or the Articles of Organization may only be amended by the written agreement of a Majority Interest of the Members.

9.5 Construction. Whenever the singular is used in this Agreement, when required by the context the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.6 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

9.7 Severability. The provisions of this Agreement are severable. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

 

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9.8 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns.

9.9 Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be constitute, to confer upon or give any Person other than the parties hereto, any rights or remedies, under or by reason of this Agreement, or result in their being deemed a third party beneficiary of this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any Member.

9.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this Agreement under seal on the date first above written.

 

COMPANY

 

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF GEORGIA, LLC,

a Georgia limited liability company

By:  

/s/ Steven Gevas, M.D.

  Steven Gevas, M.D., Manager
SOLE MEMBER:

/s/ Steven Gevas, M.D.

   (SEAL)
Steven Gevas, M.D.  

 

9

OPERATING AGREEMENT OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF GEORGIA, LLC

EXHIBIT A

MEMBERS

 

NAME/ADDRESS

    NUMBER OF UNITS    PERCENTAGE INTEREST

Steven Gevas, M.D.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

    100    100%

Dated as of March 20, 2009

EX-3.283 174 d805253dex3283.htm EX-3.283 EX-3.283

Exhibit 3.283

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF INCORPORATION

FOR A

PROFESSIONAL CORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

 

1. The name of the proposed corporation is Sheridan Emergency Physician Services of South Carolina, P.A.

Choose one of the following: ¨Professional Corporation, ¨P.C., ¨PC

¨Professional Association, þ P.A., ¨PA, ¨Service Corporation, ¨Chartered.

 

2. This corporation is a professional corporation governed by Chapter 19 Title 33 of the 1976 South Carolina Code, as amended.

 

3. The corporation’s purpose shall be to render the following professional services

 

  

Medical services

 

4. The initial registered office of the corporation is

2 Office Park Court, Suite 103

Columbia, South Carolina 29223

County: Richland

and the initial registered agent at such address is CT Corporation System                                

I hereby consent to the appointment as registered agent of the corporation:

 

   

/s/ Madonna Cuddihy

    
    Agent’s Signature    

 

5. The corporation is authorized to issue shares of stock as follows: Complete “a” or “b”, whichever is applicable:

 

  a. þ The corporation is authorized to issue a single class of shares; the total number of shares authorized is 1,000 .

 

  b. ¨ The corporation is authorized to issue more than one class of shares

 

Class of Shares    Authorized no. of Each Class

 

   

 

 

   

 

 

   

 

If shares are divided into two or more classes or if any class of shares is divided into series within a class, the relative rights, preferences, and limitations of the shares of each series within a class are as follows:

 

    Sheridan Emergency Physician Services of South  Carolina, P.A.    

Name of Corporation

 

6. The existence of the corporation shall begin when these articles are filed with the Secretary of State unless a delayed date is indicated (See Section 33.1-230(b)):                    

 

7. The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See the applicable provisions of Sections 33-2-102, 35-1-105, and 35-2-221 of the 1976 South Carolina Code.):

See Exhibit A attached

 

8. The name and address and signature of each incorporator is as follows (only one is required):

 

 

a.

   

Paul Anthony Andrulonis, M.D.

   
     Name   
    

1613 N. Harrison Parkway, Suite 200, Sunrise FL

   
     Address   
    

/s/ Paul Anthony Andrulonis, M.D.

   
     Signature   

 

9. I, Jeanne J. Brooker , an attorney licensed to practice in the State of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code relating to the articles of incorporation.

 

Date    10/19/12                         

/s/ Jeanne J. Brooker

         Signature
        

Jeanne J. Brooker

         Type or Print Name
        

2 Office Park Ct, Ste 103

         Address
        

Columbia, SC 29223

        

699-6130

         Telephone Number

EXHIBIT A

SECTION 5 - INDEMNIFICATION

Section 1 - Indemnification. (A) Except as provided in Section 1(C) below, the Corporation shall, and does indemnify, to the fullest extent permitted or authorized by law, each person who was or is a party, or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding, (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated, or to be initiated, by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of notice of such Proceeding from the indemnified person.

(C) Notwithstanding anything to the contrary contained in these Articles, the Corporation’s obligations under these indemnification provisions shall not apply to: (i) a medical malpractice claim or matter; (ii) acts or omissions in contravention of an indemnified person’s employment agreement or a director’s or officer’s written agreement with the Corporation including without limitation, failure to substantially abide by policies and procedures in the manner described in the indemnified person’s employment agreement or a director’s or officer’s written agreement with the Corporation; (iii) acts or omissions which are known, or should reasonably be known, to be unlawful by the indemnified person and which were not the result of the Corporation’s direction or within the scope of employment; and (iv) acts or omissions which are outside the scope of an indemnified person’s scope of employment or responsibilities as a director or as an officer or employee and which were not the result of the Corporation’s direction.

Section 2 - Advance of Costs, Charges and Expenses. Except if the Corporation shall determine in its reasonable discretion that a matter or claim for which indemnification is being sought is not indemnifiable under the terms of the indemnification obligations described in this Article costs, charges and expenses including attorneys fees, costs and expenses, incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted by law in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors of the Corporation (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts as advanced, unless it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article. Notwithstanding the immediately preceding sentence in connection with a Proceeding (or any part of a Proceeding) initiated by an

indemnified person, the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 20 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors of the Corporation may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding,

Section 3 - Procedure for Indemnification; Conduct or Defense and Counsel. Any indemnification or advance under this Article shall be made promptly and, in any event, within 60 days after delivery of the written request of the indemnified person. The right to indemnification or advances as granted by this Article shall be enforceable by the indemnified person in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in any action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current legislation or by current judicial or administrative decisions for indemnification. The Corporation shall have the continuing right to approve any counsel chosen to defend the indemnitee which approval shall not be unreasonably withheld and any settlement of the matter being indemnified by the Corporation shall require the Corporation’s prior written approval, which shall not be unreasonably withheld. If the Corporation and the indemnitee are part of the same Proceeding, then to the extent that the applicable rules of professional responsibilities permit the Corporation and the indemnitee to be represented by the same legal counsel, as the Corporation shall reasonably determine, then the Corporation shall choose counsel and direct the defense and settlement of any such Proceeding, provided that any settlement fully concludes the matter and forecloses any further liability for the indemnitee arising out of or relating to that Proceeding to the extent indemnification applies under this Article.

EX-3.284 175 d805253dex3284.htm EX-3.284 EX-3.284

Exhibit 3.284

BY-LAWS

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH CAROLINA, P.A.

ARTICLE I

MEETING OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for

determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder. Notwithstanding the foregoing, only a “qualified person” under the South Carolina Professional Corporation Supplement may vote the shares of the Corporation.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. Only a “qualified person” under the South Carolina Professional Corporation Supplement may be

 

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appointed a proxy. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the South Carolina Business Corporation Act of 1988, as amended.

 

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ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age. Not less than one-half of the directors must be qualified persons with respect to the Corporation as provided in the South Carolina Professional Corporation Supplement. Any Director that is not duly licensed to practice the profession designated in the Articles of Incorporation shall not participate in any decisions constituting the practice of the profession.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Asset. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been

 

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elected and qualified or until their earlier resignation, removal from office or death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director, and the notice is given in the manner prescribed in Section 33-8-18 of the South Carolina Business Corporation Act of 1988, as amended. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

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Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawful1y called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting

 

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shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or unti1 removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen,

 

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serve for the terms, and have the duties determined by the directors. A person may hold two or more offices. The offices of President and Vice President can only be held by qualified persons with respect to the Corporation as provided in the South Carolina Professional Corporation Supplement. Any officer that is not duly licensed to practice the profession designated in the Articles of Incorporation shall not participate in any decisions constituting the practice of the profession.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of .all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

 

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Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects; provided, however, if the officer is required by the South Carolina Professional Corporation Supplement to be a qualified person with respect to the Corporation, then such officers powers may be delegated only to a person who is also a qualified person with respect to the Corporation.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The. Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after the

 

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issuance of uncertificated shares, the Corporation shall send the shareholder a written notice containing the statement required by Section 33-19-210(a) of the South Carolina Professional Corporation Supplement. Each certificate issued shall be signed by the President and the Secretary. The statement required by Section 33-19-210(a) of the South Carolina Professional Corporation Supplement must appear conspicuously on each share certificate issued by the Corporation. Shares may be issued only to persons who are duly licensed or otherwise legally authorized to practice the profession designated in the Articles of Incorporation in the State of South Carolina or another State. Furthermore, the shares shall be subject to the restrictions, qualifications, limitations and rights as contained in the South Carolina Professional Corporation Supplement and the Articles of Incorporation, as may be amended.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of South Carolina, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation may only be transferred to a qualified person as provided in the South Carolina Professional Corporation Supplement. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, in the manner and upon the terms and conditions provided by the South Carolina Business Corporation Act, the South Carolina Professional Corporation Supplement and the Articles of Incorporation.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws

 

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and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past ten years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; its most recent annual report delivered to the Department of Revenue; and its Federal and state income tax return for the past ten years.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section l(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records. Shareholders holding at least one percent of any class of shares are entitled to conduct an inspection of the tax returns described in Section l(C) of this Article.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with

 

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the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) minutes of any meeting of the shareholders; (iii) records of action taken by the shareholders or Board of Directors without a meeting; (iv) accounting records; (v) the record of shareholders; and, (vi) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, a statement of cash flows for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records statin his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

 

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Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promissory notes or promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all

 

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judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section l(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking” by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a

 

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Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure for Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative

 

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decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, is independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the South Carolina Business Corporation Act of 1988, the

 

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South Carolina Professional Corporation Supplement or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of South Carolina law.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

 

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ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Emergency Physician Services of South Carolina, P.C. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of October 19, 2012.

 

/s/ Anthony Andrulonis

Anthony Andrulonis, Corporate Secretary

 

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EX-3.285 176 d805253dex3285.htm EX-3.285 EX-3.285

Exhibit 3.285

ARTICLES OF INCORPORATION

OF

EMERGENCY SPECIALISTS OF SOUTH DADE, INC.

ARTICLE I – NAME

The name of this corporation is EMERGENCY SPECIALISTS OF SOUTH DADE, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporation organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1200 South Pine Island Road, Plantation, Florida 33324; and the name of the initial registered agent of this Corporation at that address is CT Corporation System.

 

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ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Gilbert Drozdow

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

   

Jay Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

   

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

  

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 26th day of April, 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

The EMERGENCY SPECIALISTS OF SOUTH DATE, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named CT Corporation as its agent to accept service of process within this state.

Emergency Specialists of South Dade, Inc.

c/o CT Corporation System

1200 South Pine Island Road

Plantation, Florida 33324

ACKNOWLEDGEMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, CT Corporation System hereby agrees to act in this capacity, and further, agrees to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 26th day of April, 2006.

 

CT CORPORATION SYSTEM
By:  

/s/ Peter F. Souza

Print Name: Peter F. Souza

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

EMERGENCY SPECIALISTS OF SOUTH DADE, INC.

The corporation whose Articles of Incorporation are amended by these Articles of Amendment was originally incorporated pursuant to Chapter 607, Florida Statutes, effective April 26, 2006 under the name of EMERGENCY SPECIALISTS OF SOUTH DADE, INC. and assigned Document No. P06 000059818 (the “Corporation”).

1. Pursuant to the provisions of Section. 607.1006, Florida Statutes, the Articles of Amendment to the Articles of Incorporation of the Corporation are as follows:

RESOLVED, that Article I of the Articles of Incorporation of Emergency Specialists of South Dade, Inc. is hereby authorized to be amended in its entirety to read as follows:

ARTICLE I – NAME

The name of the corporation shall be Sheridan Emergency Physician Services of South Dade, Inc. (the “Corporation”).

2. The foregoing Articles of Amendment to the Articles of Incorporation of the Corporation were adopted on May 8, 2006 by the sole incorporator of the Corporation, pursuant to Section 607.1005, Florida Statutes, as the Corporation has not yet issued shares.

3. The foregoing Articles of Amendment to the Articles of Incorporation of the Corporation shall be effective upon filing by the Florida Secretary of State.

 

    CORPORATION:
    EMERGENCY SPECIALISTS OF SOUTH DADE, INC.
Date: May 10, 2006     By:  

/s/ Jay A. Martus

      Jay A. Martus, Sole Incorporator
 EX-3.286 177 d805253dex3286.htm EX-3.286 EX-3.286

Exhibit 3.286

BY-LAWS

OF

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH DADE, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum eta meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of Directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of Directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meeting. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival as the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain an of the corporate records except the financial records, shall record the minutes of all meetings ate shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTION

The Board of directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meeting of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in

 

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good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, a report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared one basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to

 

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indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to its Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the

 

15

obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, snit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of

 

16

it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the

 

17

request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated enforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH DADE, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of May 11, 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.287 178 d805253dex3287.htm EX-3.287 EX-3.287

Exhibit 3.287

ARTICLES OF INCORPORATION

OF

SHERIDAN HEALTHCARE OF ARKANSAS, P.A.

The undersigned, desiring to form a corporation pursuant to the provisions of the Arkansas Medical Corporation Act (Act 179 of 1961, Acts of Arkansas) and any acts amendatory thereof or supplemental thereto, does hereby sign the following articles and certifies that:

1. NAME. The name of the corporation (hereinafter referred to as the “Corporation”) is SHERIDAN HEALTHCARE OF ARKANSAS, P.A.

2. DURATION. The Corporation shall have perpetual existence.

3. PURPOSES. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Arkansas Business Corporation Act to the extent not in conflict with the Arkansas Medical Corporation Act. The primary purpose for which the Corporation is organized, which is provided for informational purposes only, is to conduct the practice of medicine through physicians licensed in the state.

4. POWERS. The Corporation shall have and be entitled to exercise all of the powers conferred upon corporations by virtue of their existence as authorized by the Arkansas Business Corporation Act, including those powers enumerated A.C.A. §4-26-101 et seq.

5. AUTHORIZED SHARES AND RIGHTS OF SHAREHOLDERS.

Authorized Shares and Par Value. The Corporation shall have the authority to issue, in the aggregate, 1,000 shares of common stock, of $.01 par value each.

6. REGISTERED OFFICE AND AGENT. The address of the initial registered office of this Corporation and the name of its initial registered agent at such address are as follows:

 

REGISTERED AGENT    REGISTERED OFFICE
The Corporation Company   

425 West Capitol Avenue

Suite 1700

Little Rock, Arkansas

72201

7. DIRECTORS.

(a) Number. The number of directors constituting the initial Board of Directors of the Corporation shall be one (1), who shall serve until the first annual shareholders’ meeting, or until successors are elected and qualified. Thereafter, the number of directors from time to time shall be fixed by the Board of Directors as provided in the Bylaws.

(b) Removal Only for Cause. A director may be removed by the shareholders only for cause.

(c) Limitation on Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for voting for or assenting to an unlawful distribution by the Corporation, (iv) for any transaction from which the director derived any improper personal benefit, or (v) for any action, omission, transaction or breach of a director’s duty creating any third party liability to any person or entity other than the Corporation or its shareholders. If the Arkansas Business Corporation Act is amended after the effective date of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Arkansas Business Corporation Act, as so amended. Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

 

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(d) Indemnification. Directors and officers of the Corporation shall be indemnified by the Corporation to the fullest extent now or hereafter permitted by the Arkansas Business Corporation Act in connection with any actual or threatened action or proceeding (including civil, criminal, administrative, or investigative proceedings) arising out of their service to the Corporation or to another organization at the Corporation’s request. Persons who are not directors and officers of the Corporation may be similarly indemnified with respect to their service to the Corporation or to another organization at the Corporation’s request to the extent authorized at any time by resolution of the Board of Directors.

8. AMENDMENT TO ARTICLES OF INCORPORATION. From time to time any of the provisions of these Articles of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Arkansas at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the shareholders of the Corporation by these Articles of incorporation are granted subject to the provisions of this Article.

9. INCORPORATOR. The name and address of the incorporator is:

 

NAME

                                ADDRESS
Price C. Gardner   

400 West Capitol Avenue

Suite 2000

Little Rock, Arkansas 72201

IN WITNESS WHEREOF, the undersigned has hereunto set my hand as Incorporator of this Corporation effective as of the 22nd day of July, 2004.

 

/s/ Price C. Gardner

PRICE C. GARDNER

 

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ARTICLES OF CORRECTION OF

SHERIDAN HEALTHCARE OF ARKANSAS, P. A.

Date incorporated or authorized to transact business: August 18, 2004

x  Domestic                           Foreign

The undersigned as the incorporator of Sheridan Healthcare of Arkansas, P. A., (the “Corporation”) a corporation existing under and by virtue of the laws of the State of Arkansas, hereby certifies in compliance with the Arkansas Business Corporation Act (Act 958 of 1987) that:

1. On August 18, 2004, the Corporation filed Articles of Incorporation with the Arkansas Secretary of State. Such document contains an incorrect statement as follows:

Article IV refers to statute A.C.A. § 4-26-101 et seq.

2. The incorrect statement is hereby corrected by the Corporation executing these Articles of Correction. The incorrect statement set forth above should be corrected to read as follows:

The statute referred to in Article IV should read A.C.A. § 4-27-101 et seq.

The Corporation has caused its corporate name to be subscribed by the incorporator who hereby verifies that the statements contained in the foregoing Articles of Correction are true to the best of his knowledge and belief on this 20th day of August, 2004.

 

SHERIDAN HEALTHCARE OF ARKANSAS, P.A.
By:  

/s/ Price C. Gardner

  Price C. Gardner
Its:   Incorporator

ARKANSAS SECRETARY OF STATE

 

[INSERT SEAL]      State Capitol — Little Rock, Arkansas 72201-1094
   Charlie Daniels                           501-682-3409 —www.sos.arkansas.gov  
   Business & Commercial Services, 250 Victory Building, 1401 W. Capitol, Little Rock

NOTICE OF CHANGE OF COMMERCIAL REGISTERED AGENT INFORMATION

(PLEASE TYPE OR PRINT CLEARLY IN INK]

 

1. a. Current Name of Commercial Registered Agent: The Corporation Company

b. New name of Commercial Registered Agent: The Corporation Company

 

2. a. Current address on file: 425 West Capitol Avenue, Suite 1700, Little Rock, AR 72201

b. New address: 124 West Capitol Avenue, Suite 1400, Little Rock, AR 72201-3736

 

3. a. Jurisdiction / type of organization: Business Corporation

b. New jurisdiction / new type of organization:

 

4 Attach a listing of ALL entities effected by the above change(s).

A commercial registered agent shall promptly furnish each entity it represents with notice of the filing of a statement of change.

I understand that knowingly signing a false document with the intent to file the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or imprisonment up to 30 days.

Executed this 27th day of December, 2007.

 

/s/ Marie Hauer

     

Marie Hauer

   
Assistant Secretary        

ARKANSAS SECRETARY OF STATE

 

[INSERT SEAL]     State Capitol — Little Rock, Arkansas 72201-1094  
  Charlie Daniels                           501-682-3409 —www.sos.arkansas.gov    
  Business & Commercial Services, 250 Victory Building, 1401 W. Capitol, Little Rock  

NOTICE OF CHANGE OF COMMERCIAL REGISTERED AGENT INFORMATION.

(PLEASE TYPE OR PRINT CLEARLY IN INK]

 

1. a. Current Name of Commercial Registered Agent: The Corporation Company

b. New name of Commercial Registered Agent: The Corporation Company

 

2. a. Current address on file: 124 West Capitol Avenue, Suite 1700, Little Rock, AR, 72201-3736

b. New address: 124 West Capitol Avenue, Suite 1900, Little Rock, AR 72201

 

3. a. Jurisdiction / type of organization: Business Corporation

b. New jurisdiction / new type of organization:

 

4 Attach a listing of ALL entities effected by the above change(s).

A commercial registered agent shall promptly furnish each entity it represents with notice of the filing of a statement of change.

I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or imprisonment up to 30 days.

Executed this 28th day of April, 2008.

 

/s/ Marie Hauer

     

Marie Hauer

   
Assistant Secretary        
EX-3.288 179 d805253dex3288.htm EX-3.288 EX-3.288

Exhibit 3.288

BYLAWS OF

SHERIDAN HEALTHCARE OF ARKANSAS, P. A.,

ARTICLE I. OFFICES

The principal office of SHERIDAN HEALTHCARE OF ARKANSAS, P. A. (referred to herein as the “corporation”) in the State of Florida shall be located in Broward County. The corporation may have such other offices, either within or without the State of Arkansas, as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the third Thursday in the month of May the hour of 10:00 a.m., for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Arkansas, such meeting shall be held on the next succeeding business day. If the election of Directors is not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as is reasonably practical.

SECTION 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in these Bylaws or in a resolution of the Board of Directors, include the power to call such meetings, and a special meeting shall be called by the President at the request of the holders of not less than ten percent (10%) of the shares entitled to be vote on any issue proposed to be considered at such special meeting, if such holders have signed, dated, and delivered to the Secretary of the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Arkansas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A Waiver of Notice signed by all shareholders entitled to vote at a meeting may designate any place, whether within or without the State of Arkansas, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Arkansas.

SECTION 4. Notice of Meeting. Unless otherwise prescribed by applicable law, written notice stating the place, date and time of the meeting, and in case of a special meeting the purpose or purposes for which the meeting is called, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail. If mailed, such notice shall be deemed to have been given and delivered when deposited in the United States Mail, addressed to the shareholder at the shareholder’s address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

SECTION 5. Date for Determination of Shareholders of Record. In order that the corporation may determine the shareholders (i) entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, (ii) entitled to receive payment of any dividend or other distribution or allotment of any rights, (iii) entitled to exercise any rights in respect of any change, conversion, or (iv) 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 be at least ten (10) days but not more than seventy (70) days before the date of any such meeting and not more than seventy (70) days prior to any other action. If no record date is fixed: (i) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived in lieu of being given, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining shareholders for any other purpose shall be at the close of business on the date on which the Board of Directors adopts a resolution relating thereto. 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; provided, however, the Board of Directors may fix a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

SECTION 6. List of Shareholders Entitled to Vote. After fixing the record date for a meeting, the Secretary shall prepare an alphabetical listing of the names of all of the shareholders of the corporation who are entitled to notice of the shareholders’ meeting, which list must be arranged by voting group and must show the address of and number of shares held by each such shareholder. The shareholders list must be made available for inspection by any shareholder beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, and the agents and attorneys of shareholders shall be entitled on written demand to inspect and copy the list during regular business hours during the period the list is available for inspection. The corporation shall make the shareholders list available at the meeting, and any shareholder, and any agent or attorney of any shareholder shall be entitled to inspect the list at any time during the meeting or any adjournment thereof.

SECTION 7. Quorum: Vote Required For Action. Unless otherwise provided by applicable law, a majority of the votes entitled to be cast by the shareholders of the corporation represented in person or by proxy shall constitute a quorum at any meeting of shareholders. A majority of the votes cast at any meeting at which a quorum is present shall decide every question or matter submitted to the shareholders at such meeting, unless otherwise provided by applicable law, the Articles of Incorporation, or these Bylaws.

SECTION 8. Adjournments. Any meeting of shareholders, annual or special, at which a quorum is present may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the

 

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corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in the manner provided in these Bylaws.

SECTION 9. Organization. Meetings of shareholders shall be presided over by the Chairman of the Board of Directors or the President, or in their absence by a Vice President, or in the absence of the foregoing persons by a presiding officer designated by the Board of Directors, or in the absence of such designation by a presiding officer chosen at the meeting. The Secretary shall act as secretary of the meeting, but in the absence of the Secretary the presiding officer of the meeting may appoint any person to act as secretary of the meeting.

SECTION 10. Voting of Shares. Subject to the provisions of these Bylaws, and particularly the following section hereof, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 11. Action by Shareholders. Unless otherwise provided by applicable law, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All written consents executed by one or more shareholders shall be included in the minutes or filed with the corporate records. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing. In addition, if by law notice of the proposed action must be given to non-voting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation shall give its non-voting shareholders written notice of the proposed action at least ten (10) days before the action is taken.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

SECTION 2. Number. Tenure and Qualifications. The Board of Directors of the corporation shall consist of one (1) individual. The director shall hold office until the next annual meeting of shareholders and until his successor shall have been duly elected and qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors or if there be only one director at that director’s request. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

 

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SECTION 5. Place of Meetings. Regular meetings of the Board of Directors which coincide with meetings of the Shareholders shall be held at the same place as the shareholders’ meetings. Other meetings of the Board of Directors shall be held at such place as is designated in the notice of the meeting, either within or without the State of Arkansas. A Waiver of Notice signed by all directors entitled to vote at a meeting may designate any place, either within or without the State of Arkansas, as the place for holding such meeting. If no designation is made, the Board of Directors’ meeting shall be held at the principal office of the corporation in Arkansas.

SECTION 6. Notice. Notice of the date, time and place of any special meeting of the Board of Directors shall be given at least two (2) days prior to the meeting by written notice delivered personally or mailed to each director at his/her business address, or by telegram or telefax. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, provided the same is so mailed at least four (4) days prior to the meeting. Otherwise, notice of a meeting of the directors which is mailed shall be deemed given upon delivery. If notice be given by telegram or telefax, such notice shall be deemed to be delivered when the telegram or telefax is dispatched. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his/her arrival) 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.

SECTION 7. Quorum: Vote Required for Action. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law. If less than a quorum, but at least one-third (1/3), of the directors is present at any meeting, then a majority of the directors present may vote to adjourn such meeting, from time to time, and the meeting may be held, as adjourned, without further notice. Except in cases in which the Articles of Incorporation or these Bylaws provide otherwise, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman, by a Vice Chairman of the Board, if any, or in the absence of the Vice Chairman by the President, or in the absence of all of the foregoing, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law, notwithstanding the foregoing, if there are no remaining directors, any vacancy may be filled by the affirmative vote of a majority of the shareholders of the corporation. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office

 

4

continuing only until the next election of directors by the shareholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

SECTION 10. Compensation. By resolution of the Board of Directors, each director may be paid his or her expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director’s dissent or abstention shall be entered in the minutes of the meeting or unless the director files a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

SECTION 12. Informal Action by Directors. Unless the Articles of Incorporation or these Bylaws otherwise expressly provide, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, and the consents are filed with the minutes of the proceedings of the Board or such committee. Action taken under this section of the Bylaws is effective when the last director signs the consent, unless the consent specifies a different effective date.

SECTION 13. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall consist of a President, Vice-President, and a Secretary Treasurer, as well as such other officers as may, from time to time be designated by the Board of Directors. The President shall be the chief administrator of the corporation, and in his absence, disability, or in event of his resignation or removal, the President shall be succeeded in office by the Vice-President, who shall administer the affairs of the corporation until a successor to the President is elected or until the President resumes his duties of office, whichever the case may be. The Secretary/Treasurer shall keep the records of the corporation and the minutes of the meetings of the stockholders and directors and shall be responsible for the funds of the corporation. Such officers as deemed necessary, but never less officers than President and Secretary/Treasurer, shall be elected by the Board of Directors and shall serve for a term of one year, or until their successors are duly elected and qualified. Any number of offices may be held by the same person.

 

5

SECTION 2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is reasonably practical. Each officer shall hold office until his successor duly elected and qualified or until his death, resignation or removal from office in the manner hereinafter provided.

SECTION 3. Removal. Any officer or agent may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create any contract rights.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The President shall, when present, preside at all meetings of the shareholders and the Board of Directors. The President may sign, with or without the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general the President shall perform all duties as may be prescribed from time to time by the Board of Directors.

SECTION 6. Vice-President. In the absence of the President or in event of the President’s death, incapacity, resignation or other inability or refusal to act, the Vice President 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 shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors.

SECTION 7. Secretary/Treasurer. The Secretary/Treasurer shall: (a) keep the minutes of the proceedings of the shareholders and the Board 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) be custodian of the corporate records and of the seal the corporation, if any; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the

 

6

corporation; (g) have charge and custody of and be responsible for all funds and securities of the corporation; (h) 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 shall be selected in accordance with the provisions of these Bylaws; and (i) in general perform all of the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to the Secretary/Treasurer by the President or the Board of Directors. If required by the Board of Directors, the Secretary/Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 8. Salaries. 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 such officer is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers or 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.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts. etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THE TRANSFER THEREOF

SECTION 1. Certificates for Shares. Certificates representing shares of stock in the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors and sealed with the corporate seal, if any. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new certificate may be issued therefor upon such terms and indemnity to the corporation as these Bylaws and the Board of Directors may prescribe.

 

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SECTION 2. Transfer of Shares. Transfer of shares of stock in the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by the holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and only upon the surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

SECTION 3. Lost, Destroyed or Mutilated Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which is alleged to have been lost, destroyed or mutilated, and the corporation may require the owner thereof, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the alleged loss, destruction or mutilation of any such certificate or the issuance of such new certificate.

ARTICLE VII. MISCELLANEOUS PROVISIONS

SECTION 1. Fiscal Year. The fiscal year of the corporation shall be the same as the fiscal year utilized by the corporation for federal income tax reporting purposes.

SECTION 2. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Articles of Incorporation.

SECTION 3. Corporate Seal. The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation and the words “Corporate Seal.” A corporate seal shall not be mandatory for the validity of any contract instrument or other document properly executed by an authorized officer or officers of the corporation.

SECTION 4. Waiver of Notice. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, unless the person at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. In addition, attendance of a person at a meeting shall constitute a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter when it is presented. All waivers of notice shall be filed with the minutes of the meeting.

SECTION 5. Inspection of Bylaws. A copy of the Bylaws, with all amendments thereto, shall at all times be kept in a convenient place at the principal office of the corporation, and shall be open for inspection to all shareholders during normal business hours.

SECTION 6. Interested Directors: Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its

 

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directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because such person’s votes are counted for such purposes, if: (1) the material facts regarding such person’s relationship or interest in the contract or transaction are disclosed or known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the number of disinterested directors constitutes less than a quorum; provided, however, that the contract or transaction may not be authorized, approved, or ratified by a single director, unless there is only one director; or (2) the material facts as to such person’s relationship or interest in the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the shareholders; or (3) the contract or transaction is fair to the corporation. If a majority of the disinterested directors vote to authorize, approve, or ratify the contract or transaction, a quorum shall be deemed present for purpose of taking action under this Section 6. If the contract or the transaction is approved by shareholders, the shares owned by or voted under the control of an interested director or an interested corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall not be counted in the vote of shareholders unless there is only one director. The vote of such shares, however, shall be counted in determining whether the transaction or contract is approved under the Articles of Incorporation or the Arkansas Business Corporation Act of 1987. A majority of the shares that are entitled to be counted in a vote on the transaction or contract under this Section 6 constitutes a quorum for the purpose of taking action under this Section 6.

SECTION 7. Form of Records. Any records maintained by the corporation in the regular course of its business, including a stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

SECTION 8. Amendments of Bylaws. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed at any regular meeting of shareholders (or at any special meeting thereof duly called for that purpose) by a vote of a majority of the votes entitled to be cast by each voting group of shareholders entitled to vote at such meeting on such matter; provided that in the notice of such special meeting notice of such purpose shall be given. Subject to the laws of the State of Arkansas, the Articles of Incorporation and these Bylaws, the Board of Directors may by a majority vote of the entire Board of Directors amend these Bylaws, or waive any provisions hereof, or enact such other Bylaws as in their judgment may be advisable for the regulation of the conduct of the affairs of the corporation.

ADOPTED by the Board of Directors of the corporation effective as of the 22nd day of July, 2004.

 

/s/ Gilbert Drozdow

Secretary

 

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EX-3.289 180 d805253dex3289.htm EX-3.289 EX-3.289

Exhibit 3.289

CERTIFICATE OF INCORPORATION

SHERIDAN HEALTHCARE OF CONNECTICUT, P.C.

(A Connecticut Professional Corporation)

The undersigned incorporator hereby forms a corporation under Chapter 594a of the Connecticut General Statutes.

1. The name of the corporation is Sheridan Healthcare of Connecticut, P.C. (the “Corporation”).

2. The nature of the business to be transacted or the purposes to be promoted or carried out by the Corporation, which shall be in addition to the authority of the Corporation to engage in any lawful act or activity for which professional corporations may be formed under Chapter 594a of the Connecticut General Statutes, are as follows:

 

  (a) To engage in the practice of medicine through persons licensed by the Connecticut Board of Medicine; and

 

  (b) To have and to exercise all powers granted by law and by Chapter 594a of the Connecticut General Statutes, and all legal powers necessary or convenient to effect any or all of the purposes stated in the certificate of incorporation, or which may be necessary to engage in any lawful act or activity for which professional corporations may be formed under Chapter 594a of the Connecticut General Statutes.

3. The designation of each class of shares, the authorized number of shares of each such class, and the par value of each share thereof, are as follows:

 

  (a) There shall be only one class of capital stock, which shall be designated “Common Stock,” and shares of that class are not issuable in different series;

 

  (b) The shares of Common Stock shall all be voting stock, par value $.01 per share; and

 

  (c) The total authorized number of shares of Common Stock shall be 1,000.

4. No person who is or was a director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of duty as a director in an amount that exceeds the compensation received by the director for serving the Corporation during the year of the violation if such breach did not (a) involve a knowing and culpable violation of law by the director, (b) enable the director or an associate, as defined in section 33-840 of the Connecticut General Statutes, as amended, to receive an improper personal economic gain, (c) show a lack of good faith and a conscious disregard for the duty of the director to the Corporation under circumstances in which the director was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation, (d) constitute a

sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the Corporation, or (e) create liability under Section 33-757 of the Connecticut General Statutes, on the effective date hereof and as it may be amended from time to time. This provision shall not limit or preclude the liability of a person who is or was a director for any act or omission occurring prior to the effective date of this provision. Any lawful repeal or modification of Section 33-636(b) of the Connecticut General Statutes shall not adversely affect any limitation of liability, right or protection of a director of the Corporation existing hereunder with respect to any breach of duty occurring prior to the effective date of such repeal or modification.

5. The Corporation may not issue any of its capital stock or permit the transfer of its capital stock on its books to any one other than a person specified in section 33-182c of the Connecticut General Statutes, as amended, or the personal representative or estate of a deceased or legally incompetent shareholder. Neither a shareholder of the Corporation nor the Corporation itself shall enter into a voting trust agreement or any other type of agreement vesting another person, other than one specified in section 33-182c of the Connecticut General Statutes, as amended, with the authority to exercise the voting power of any or all of his stock.

6. Except to the extent permitted by law, the Corporation shall render professional services and related services only through officers, employees and agents of the Corporation who are licensed or otherwise legally authorized to render such services with the State of Connecticut; and, in acting in the name and on behalf of the Corporation, all officers, employees and agents of the Corporation shall comply in all respects with the standards of professional conduct established or set forth from time to time by the appropriate state licensing board.

7. Except as specifically authorized by statute, no stockholder shall have any right to examine any property or any books, accounts or other writings of the Corporation if there is reasonable ground for belief that such examination will for any reason be adverse to the interests of the Corporation, and a vote of the directors refusing permission to make such examination and setting forth that in the opinion of the directors such examination would be adverse to the interests of the Corporation shall be prima facie evidence that such examination would be adverse to the interests of the Corporation. Every such examination shall be subject to such reasonable regulations as the directors may establish in regard thereto.

8. The Corporation shall indemnify and advance expenses to each person who is or was a director of the Corporation (and the heirs, executors, administrators and personal representatives of each such person) against or with respect to liability incurred in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal, arising out of or relating to any action taken, or any failure to take any action, as a director or, while a director of the Corporation when 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, except liability that (a) involved a knowing and culpable violation of law by the director, (b) enabled the director or an associate, as defined in C.G.S. Section 33-840, to receive an improper personal gain, (c) showed a lack of good faith and a conscious disregard for the duty of the director to the Corporation under circumstances in which the director was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation, (d) constituted a

 

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sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the Corporation or (e) created liability under C.G.S. Section 33-757. The Corporation shall indemnify and advance expenses to each person who is or was a shareholder, officer or employee of the Corporation (and the heirs, executors, administrators and personal representatives of each such person) to the same extent as a director.

9. The sole director of the Corporation shall be: Gilbert Drozdow, M.D.

10. The Corporation’s initial registered office and the name of the initial registered agent are:

 

Registered Office

Wiggin & Dana

One CityPlace

Hartford, CT 06103-3402

   

Registered Agent

Richard Lugli. Esq.

   

Business Address

Wiggin & Dana

One CityPlace

185 Asylum Street

Hartford, CT 06103-3402

   

Residence Address

14 Lexington Road

Avon, CT 06001

Acceptance of Appointment:   

/s/ Richard Lugli

   
Richard Lugli, Esq.   

 

11. The name and address of the sole incorporator is:

 

Name

Richard Lugli, Esq.

   

Address

Wiggin & Dana

One CityPlace

185 Asylum Street

Hartford, CT 06103-3402

12. Neither the Corporation’s Certificate of Incorporation nor Bylaws may be amended, replaced, or repealed unless such amendment, replacement or repeal is approved by the affirmative vote of at least two-thirds of the Directors in accordance with the Bylaws.

 

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I hereby declare, under penalties of false statement, that the statements made in the foregoing certificate are true.

Dated at Hartford, Connecticut this 27th day of January, 2003.

 

/s/ Richard Lugli

Richard Lugli

Sole Incorporator

 

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EX-3.290 181 d805253dex3290.htm EX-3.290 EX-3.290

Exhibit 3.290

BYLAWS

OF

SHERIDAN HEALTHCARE OF CONNECTICUT, P.C.

(A Connecticut Professional Corporation)

I. CERTIFICATE OF INCORPORATION; PRINCIPAL OFFICE

1.1 Certificate of Incorporation. The name and purposes of SHERIDAN HEALTHCARE OF CONNECTICUT, P.C. (the “Corporation”) shall be as set forth in the Certificate of Incorporation of the Corporation in effect from time to time (the “Certificate”). These Bylaws, the powers of the Corporation and of the Shareholder, the Directors and the Officers, and all matters concerning the conduct and regulation of the affairs of the Corporation shall be subject to the Certificate.

1.2 Principal Office. The principal office of the Corporation shall be as determined by the Board of Directors from time to time.

II. DEFINITIONS

As used in these Bylaws, unless the context otherwise requires:

2.1 “Act” means the Connecticut Business Corporation Act, as amended from time to time.

2.2 “Board of Directors” or “Board’’ means the group of persons vested with the management of the affairs of the Corporation. “Director,” when capitalized, means an individual member of the Board of Directors.

2.3 “Officer,” when capitalized, means an officer of the Corporation as provided under Article V hereof.

2.4 “Proceeding” means any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.

2.5 “Shareholder,” when capitalized, means the sole shareholder of the Corporation.

III. SHARES AND SOLE SHAREHOLDER

3.1 Shares. The Corporation shall have one (1) class of stock, composed of One Thousand (1,000) shares of common stock (the “Shares”). The par value of each Share shall be One Hundredth Dollar ($.01). All outstanding Shares shall be represented by certificates signed by the Corporation’s President or Vice President and by the Corporation’s Secretary, Assistant Secretary, Treasurer or Assistant Treasurer.

3.2 Sole Shareholder. Unless otherwise agreed by the Board of Directors, the Corporation shall have one shareholder, who shall be Gilbert Drozdow, M.D., and the Shares held by him shall not be transferable under any circumstances except to the Corporation. The Shareholder shall have all the shareholder rights conferred by law, the Certificate and these Bylaws.

3.3 Action by Shareholder. Except as otherwise provided by the Certificate or by applicable law, any action that may be taken at a meeting of shareholders may be taken without a meeting if a consent, in writing, setting forth the action taken or to be taken, is executed by the Shareholder. Said consent shall be filed with the minutes of the meetings of the Corporation and shall be treated for all purposes as a unanimous vote of the shareholders of the Corporation at a meeting duly called and held.

3.4 Annual Meeting. The annual meeting of shareholders shall be held at such time, within the first six (6) months of each year, as the Board of Directors shall determine. The Secretary of the Corporation (the “Secretary”) shall give notice of such meeting by mailing to the Shareholder, no fewer than ten (10) nor more than sixty (60) days prior to said meeting, a copy of the call of the meeting. The annual election of the Board of Directors by the Shareholder shall be take place at the annual meeting.

3.5 Special Meetings. Special meetings of shareholders may be called at any time by the Board of Directors. Notice of any such meeting thus called, stating the purpose thereof, shall be given by the Secretary in the manner above provided for annual meetings, no less than ten (10) more than sixty (60) days before the date of such meeting.

IV. BOARD OF DIRECTORS

4.1 Management. To the fullest extent permitted by law, the Certificate or these Bylaws, the powers of the Corporation shall be vested in the Board of Directors, which shall have charge, control and management of the property, affairs, and funds of the Corporation; and the Board shall have the power and authority to do and perform all acts and functions not inconsistent with these Bylaws, the Certificate, or applicable law. Subject to the applicable provisions of the Act, the Board may by general resolution delegate to committees of its own number or to Officers or agents of the Corporation such powers as it sees fit. If at any time the Board of Directors consists of any Directors not licensed to practice medicine in the State of Connecticut, the Corporation shall vest the responsibility for decisions relating to the practice of medicine in Directors who are licensed by the State of Connecticut to practice medicine and delegating to such Directors authority to decide all such issues.

4.2 Number, Election and Qualification. The Board of Directors shall consist of at least one (1) and no more than five (5) individuals. Directors shall be elected by the Shareholder at the annual meeting of shareholders. The number of individuals constituting the Board of Directors from time to time shall be fixed by resolution of the shareholders at each annual meeting thereof. In the absence of such resolution, the Board shall consist of that number of Directors elected at such meeting. Directors shall be natural persons who are eighteen (18) years of age or older, but need not be shareholders, citizens of the United States, or residents of the State of Connecticut; provided, however, that at all times, at least one (1) member of the Board of Directors shall be licensed to practice medicine in the State of Connecticut.

 

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4.3 Term and vacancies. Each Director shall serve until the next annual meeting of shareholders and until such Director’s successor is duly elected and qualified, or until such Director sooner dies, resigns, is removed or is otherwise disqualified as a Director. The Board of Directors may, at any meeting, elect a successor Director to serve the unexpired term of a Director who dies, resigns, is removed or is otherwise disqualified. If the Directors remaining in office constitute less than a quorum of the Board of Directors, the vacancy may be filled by the affirmative vote of a majority of the Directors remaining in office. Directors shall have and may exercise all of their powers notwithstanding the existence of one (1) or more vacancies in their number.

4.4 Resignation and Removal. A Director may resign at any time by giving written notice of such resignation to the Board of Directors or the Secretary. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Secretary. The acceptance of such resignation shall not be necessary to make it effective, unless otherwise specified in the resignation. A Director may be removed by the Shareholder, with or without cause, by written consent or at a special meeting called at least in part for such purpose. Notice of the proposed removal must be given in the notice of any such meeting.

4.5 Annual Meeting. The Board of Directors shall meet annually immediately following the annual meeting of Shareholders. If the annual meeting of the Board of Directors is for any reason not held on the date determined in accordance with this Section, a special meeting in lieu of the annual meeting may be held with the force and effect of the annual meeting.

4.6 Special Meetings. Special meetings of the Board of Directors may be called by the Board of Directors or the Shareholder at any time and shall be called by the Secretary whenever requested to do so in writing by the President or by at least one third (1/3) of the Directors. Special meetings shall be held on such date(s) and at such place(s) and time(s) as shall be designated in the notice thereof.

4.7 Notice and Place of Meetings. The Secretary shall give notice of the date, time and place of each special meeting of the Board of Directors in writing or by telephone at least forty-eight (48) hours prior to such meeting, or such lesser time as may be necessary in the circumstances. Except as set forth in Section 4.4 above or in Article VIII below, neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. The Board of Directors may hold meetings in or outside of the State of Connecticut at such place(s) and time(s) as shall be fixed by the Board of Directors.

4.8 Waiver of Notice. A Director may waive any notice of any meeting of the Board, whether such notice is required by statute, the Certificate or these Bylaws. Such waiver shall be in writing, may be executed before, during or after the date and time of the meeting, shall be signed by the Director entitled to the notice, and shall be filed with the minutes of the Corporation. Notwithstanding the foregoing, a Director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless such Director at the

 

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beginning of the meeting, or promptly upon his or her arrival, 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.

4.9 Quorum and Voting. A majority of the prescribed number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Each Director shall be entitled to one (1) vote. The vote of at least a majority of the Directors present at a meeting at which a quorum is present at the time of the vote shall constitute action at a meeting of the Board of Directors, unless a greater proportion is required by law, the Certificate, or these Bylaws. In the absence of a quorum, a majority of the voting Directors present at any such meeting may adjourn the meeting from time to time and notice of such adjourned meeting shall be given by the Secretary in accordance with Section 4.7 hereof. The Board of Directors may permit any or all Directors to participate in a meeting by, or conduct the meeting through use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in meeting by this means is deemed to be present in person at the meeting.

4.10 Presumption of Assent. A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless the Director’s dissent is entered in the minutes of the meeting or unless the Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment of the meeting or forwards such dissent by registered or certified mail, or by commercial or private courier, to the Secretary within one (1) business day after the adjournment of the meeting. Such right to dissent does not apply to a Director who voted in favor of such action.

4.11 Informal Action. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all the Directors consent to the action in writing. Such written consents shall be filed with the records of the meetings of the Board of Directors and shall be treated for all purposes as votes at a meeting duly called and held.

4.12 Compensation. By resolution of the Board of Directors, irrespective of any personal interest of any of the members, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but shall not be paid any other compensation for their services as Directors. Neither such payments for expenses nor the foregoing prohibition on other compensation shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor, consistent with the conflict of interest provisions of Article VII.

 

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4.13 Committees. The Board of Directors may elect an executive committee and other committees consisting of two (2) or more members of the Board of Directors, and the Directors may, to the extent permitted by law and these Bylaws, delegate to any such committee or committees some or all of their powers. The provisions of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements, apply to such committees and their members as well. All committees of the Board shall be responsible to the Board. The foregoing notwithstanding, no committee shall have power to:

 

  (a) Authorize distributions;

 

  (b) Approve or propose to the Shareholder actions that require shareholder approval under the Act;

 

  (c) Fill vacancies on the Board or on any of its committees;

 

  (d) Elect or remove Officers or fill vacancies in any such offices;

 

  (e) Amend the Certificate or adopt, amend or repeal these Bylaws;

 

  (f) Approve a plan of merger not requiring shareholder approval;

 

  (g) Authorize or approve reacquisition of the Shares, except according to a formula or method prescribed by the Board;

 

  (h) Authorize or approve the issuance or sale or contract for sale of the Shares, or determine the designation and relative rights, preferences and limitations of a class or series of the Shares, except that the Board may authorize a committee or an Officer of the Corporation to do so within limits specifically prescribed by the Board;

 

  (i) Change the principal office of the Corporation; or

 

  (j) Authorize or approve the borrowing or lending of money on behalf of the Corporation in excess of $50,000.

V. OFFICERS

5.1 Designation, Election and Term of Office. The Officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other Officers as the Board of Directors may elect, with such powers, duties and terms of office as it from time to time may determine. Each Officer shall be elected by the Board of Directors at the annual meeting of the Board of Directors, or such other meeting as may be held in lieu thereof, to serve until the next annual meeting of the Board of Directors and until the Officer’s successor is duly elected and qualified, or until the Officer sooner dies, resigns or is removed. Any Officer may also serve as a Director. Any two (2) or more offices may be held by the same person.

5.2 President. The President shall be a physician licensed to practice medicine in the State of Connecticut. He or she shall be responsible for the day-to-day operation and management of the business and affairs of the Corporation, consistent with applicable state and federal law. The President shall have all necessary authority and responsibility over all the activities and departments of the Corporation, subject to these Bylaws, the Certificate, such policies as may be adopted by the Board or by any of its committees to which the Board has delegated power for such action, and applicable law. He or she shall act as the duly authorized representative of the Board in all matters in which the Board has not formally designated some other person to so act. He or she shall be responsible for the signing of all official documents and shall have general executive supervision of the business and affairs of the Corporation. The President shall hold office at the pleasure of the Board and shall be subject to its direction in all respects.

 

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5.3 Treasurer. The Treasurer shall supervise and be responsible for the financial affairs of the Corporation in accordance with prudent business and accepted accounting practices and subject to the direction of the Board of Directors. He or she shall be responsible for full and accurate accounts of assets, liabilities, receipts and disbursements and other transactions of the Corporation. In general, he or she shall perform all the duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the Board or by the President from time to time.

5.4 Secretary. The Secretary shall act as secretary of and shall keep the minutes of all meetings of the Board and shareholders. The Secretary shall cause notice to be given to the Shareholder and the Directors of all meetings as required in these Bylaws. The Secretary shall be custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to documents executed by the Corporation when required. The Secretary shall be responsible for the records of the Corporation. In general, he or she shall perform all the duties incident to the office of Secretary and such other duties as may be assigned to him or her by the Board or by the President from time to time.

5.5 Compensation. The compensation of the Officers, if any, shall be fixed from time to time by the Board of Directors, and no Officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a Director.

5.6 Resignation and Removal. Any Officer may resign at any time by giving written notice of his or her resignation to the Board of Directors, the President or the Secretary. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Board of Directors, the President or the Secretary. The acceptance of such resignation shall not be necessary to make it effective, unless otherwise specified in the resignation. Any Officer may be removed from office at any time with or without cause by the Board of Directors, without prejudice to such Officer’s contract rights, if any. Election or appointment of an Officer shall not of itself create contract rights.

5.7 Vacancies. The Board of Directors may, at any meeting, elect a successor Officer to serve the unexpired term of an Officer who dies, resigns or is removed, provided that such successor meets all qualifications for such office set forth in these Bylaws.

VI. INDEMNIFICATION OF OFFICERS AND DIRECTORS; INSURANCE;

LIMITATION OF LIABILITY

6.1 Indemnification. The Corporation shall indemnify and advance expenses to each person who is or was a Director of the Corporation (and the heirs, executors, administrators and personal representatives of each such person) against or with respect to liability incurred in any Proceeding arising out of or relating to any action taken, or any failure to take any action, as a Director or, while a Director of the Corporation, when 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, except liability that

 

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(a) involved a knowing and culpable violation of law by the Director, (b) enabled the Director or an associate, as defined in Connecticut General Statutes (“C.G.S.”) Section 33-840, to receive an improper personal gain, (c) showed a lack of good faith and a conscious disregard for the duty of the Director to the Corporation under circumstances in which the Director was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation, (d) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the Director’s duty to the Corporation or (e) created liability under C.G.S. Section 33-757. The Corporation shall indemnify and advance expenses to each person who is or was a shareholder or Officer of the Corporation (and the heirs, executors, administrators and personal representatives of each such person) to the same extent as a Director. Except to the extent otherwise required by the Act, any determination regarding the availability or scope of indemnification or advances of expenses under this Section 6.1 shall be conclusively determined by the Board of Directors, upon such advice of counsel as it deems appropriate under the circumstances.

6.2 Insurance. The Corporation shall purchase and maintain insurance, to the extent available at reasonable cost in the judgment of the Board of Directors from time to time, on behalf of each person subject to rights of indemnification and advances of expenses under the foregoing Section 6.1 with respect to the liability there addressed, whether or not the Corporation would have power to indemnify such person against such liability under the Act. The scope of coverage and the limits of liability under any such insurance shall be determined by the Board in its sole discretion.

6.3 Limitation of Directors Liability. The personal liability of a Director to the Corporation or its shareholders for monetary damages for breach of duty as a Director shall be no greater than the amount of compensation received by the Director for serving the Corporation during the year of the violation, provided that such breach did not (a) involve a knowing and culpable violation of law by the Director, (b) enable the Director or an associate, as defined in C.G.S. Section 33-840, to receive an improper personal economic gain, (c) show a lack of good faith and a conscious disregard for the duty of the Director to the Corporation under circumstances in which the Director was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation, (d) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the Director’s duty to the Corporation, or (e) create liability under C.G.S. Section 33-757.

VII. CONFLICTS OF INTEREST

Directors’ action involving conflicts of interest shall be conducted pursuant to the provisions of Part VIII (F) of the Act regarding directors’ conflicting interest transactions (C.G.S. Section 33-781 et seq.), except to the extent such action is subject to a conflict of interest policy or other practice or procedure established by the Board. No Director, Officer, employee or agent of the Corporation shall enter into, or have any direct or indirect interest in, any contract or transaction with the Corporation except at arm’s length and on commercially reasonable terms.

 

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VIII. AMENDMENTS

Except to the extent otherwise provided by the Act, the Corporation’s Board of Directors may by affirmative vote of two-thirds (2/3) of the Directors present at any annual or special meeting of the Board replace, amend or repeal these Bylaws, provided that a copy or summary of any such proposed change shall have been published in a written notice calling such meeting. Notwithstanding the foregoing provision, the Shareholder may amend, replace, or repeal these Bylaws as provided by applicable law, provided that the Shareholder notifies the Board of Directors in writing of the Shareholder’s intent to do so at least thirty (30) days prior to taking any such action.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN HEALTHCARE OF CONNECTICUT, P.C. are the Bylaws duly adopted by the sole director of the Corporation pursuant to a Written Consent in Lieu of First Meeting of Board of Directors dated as of January 27, 2003.

 

/s/ Gilbert Drozdow

Gilbert Drozdow, Corporation Secretary

 

8

EX-3.291 182 d805253dex3291.htm EX-3.291 EX-3.291

Exhibit 3.291

ARTICLES OF ORGANIZATION

OF

SHERIDAN MORSE HEALTHCARE OF MASSACHUSETTS, P.C.

(A Massachusetts Professional Corporation pursuant to the

General Laws of Massachusetts, Chapter 1560)

ARTICLE I

The exact name of the professional corporation shall be Sheridan Morse Healthcare of Massachusetts, P.C. (the “Corporation”)

ARTICLE II

The purpose of the Corporation is to engage in the provision of professional medical services through physicians licensed under the laws of the Commonwealth of Massachusetts. In furtherance of the corporate purpose, the Corporation shall have all of the general powers conferred upon corporations organized under the General Laws of Massachusetts, subject to the limitations thereof.

ARTICLE III

The Corporation shall be authorized to issue an aggregate of One Thousand (1,000) shares, all of which shall be designated Common Stock, at a par value of one cent ($.01).

ARTICLE IV

The Corporation shall only issue shares of Common Stock, without preferences or limitations, to physicians licensed under the laws of the Commonwealth of Massachusetts There shall be no requirements as to the type or minimum amount of consideration to be received for the shares.

ARTICLE V

There shall be no restrictions or limitation on the transfer of shares of Common Stock of the Corporation.

ARTICLE VI

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Massachusetts law.

ARTICLE VII

The effective date of organization of the Corporation shall be the date and time upon which the Articles of Organization are deemed filed by the Secretary of the Commonwealth.

ARTICLE VIII

 

a. The street address of the initial Registered Office of the Corporation in the Commonwealth shall be 155 Federal Street, Suite 700, Boston, Massachusetts 02110.

 

b. The name of the initial Registered Agent at the Registered Office shall be CT Corporation System.

 

c. The name and address of the individual who shall serve as the initial Shareholder, Director and President/Secretary/Treasurer is: David S. Morse, MD, 16014 Laurel Creek Drive, Delray Beach, FL 33446.

 

d. The year end of the Corporation shall be December 31.

 

e. The purpose of the Corporation is to engage in the practice of medicine through physicians licensed under the laws of the Commonwealth of Massachusetts.

 

f. The street address of the Principal Office of the Corporation shall be 1613 North Harrison Parkway, Suite 200, Sunrise, FL 33323.

 

g. The street address where the records of the Corporation will be located shall be Two Park Plaza, Boston, MA 02116, which is the office of the Assistant Secretary of the Corporation.

ARTICLE IX

INDEMNIFICATION

The Corporation shall indemnify and hold harmless any current or former director or officer of the Corporation in connection with a proceeding arising out of his or her service, to the fullest extent permitted by and in accordance with, Chapter 156D, Section 8.51 of the General Laws of Massachusetts. If the General Laws of Massachusetts are subsequently amended to authorize corporate action further expanding the power of the Corporation to indemnify its directors and officers, then the Corporation shall indemnify its directors and officers to the fullest extent permitted by the General Laws of Massachusetts, as so amended from time to time. No amendment or repeal of Chapter 156D, Section 8.51 of the General Laws of Massachusetts shall adversely affect any of the rights or protection afforded to any director or officer of the Corporation for or with respect to any proceedings arising out of his or her service occurring prior to such amendment or repeal.

A Certificate of the Board of Registration in Medicine verifying the Incorporator’s Massachusetts Medical License is attached to and made a part of these Articles of Organization.

IN WITNESS WHEREOF, the undersigned Sole Incorporator has executed these Articles of Organization this 19th day of December, 2007.

 

/s/ David S. Morse

David S. Morse, MD
License No. 74582

 

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The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburron Place, Boston, Massachusetts 02108-1512

 

FORM MUST BE TYPED    FORM MUST BE TYPED

Certificate by Regulatory Board**

(General Laws, Chapter 112 or 221)

In compliance with General Laws, Chapter 156A, Section 7, the Board of Registration in Medicine hereby certifies that in connection with the incorporation of Sheridan Morse Healthcare of Massachusetts, P.C., a professional corporation formed to render medical services, the below listed incorporators, officers, directors, and shareholders are duly licensed or admitted to practice the profession listed above.

 

INCORPORATORS    RESIDENTIAL ADDRESS
David S. Morse, MD    16014 Laurel Creek Drive, Delray Beach, FL 33448
OFFICERS    RESIDENTIAL ADDRESS

David S. Morse, MD

President, Secretary and Treasurer            

    16014 Laurel Creek Drive, Delray Beach, FL 33448
DIRECTORS    RESIDENTIAL ADDRESS
David S. Morse, MD    16014 Laurel Creak Drive, Delray Beach, FL 33448
SHAREHOLDERS    RESIDENTIAL ADDRESS
David S. Morse, MD    16014 Laurel Creek Drive, Delray Beach, FL 33446

SIGNED this 12th day of December, 2007 by /s/ David S. Morse, MD, *Chairman / *Clerk

 

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The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth, Corporations Division

One Ashburton Place, 17th floor

Boston, Massachusetts 02108-1512

Telephone: (617) 727-9640

Articles of Amendment

(General Laws, Chapter 156D, Section 10.06; 950 CMR 113.34)

Federal Employer Identification Number: 000966869 (must be 9 digits)

 

1. Exact name of corporation: SHERIDAN MORSE HEALTHCARE OF MASSACHUSETTS, P.C.
2. Registered office address: 1613 NORTH HARRISON PARKWAY, SUITE 200 SUNRISE, FL 33323 USA

These Articles of Amendment affecting article(s):

 

X Article 1        Article 2        Article 3        Article 4        Article 5        Article 6

(Specify the number(s) of articles being amended (I-IV))

 

4. Date adopted: 8/26/2009
5. Approved by:

     the incorporators.

or

X the board of directors without shareholder approval and shareholder approval was not required.

or

     the board of directors and the shareholders in the manner required by law and the articles of organization.

 

6. State article number and text of the amendment.

ARTICLE I

The exact name of the corporation, as amended, is:

(Do not state Article I if it has not been amended.)

SHERIDAN HEALTHCARE OF MASSACHUSETTS, P.C.

ARTICLE II

The purpose of the corporation, as amended, is to engage in the following business activities:

(Do not state Article II if it has not been amended.)

ARTICLE III

Amendments to Article III cannot be filed on-line at this time

ARTICLE IV

If more than one class of stock is authorized, state a distinguishing designation for each class, if amended. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the Business Entity must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class.

(Do not state Article IV if it has not been amended.)

ARTICLE V

As amended, the restrictions, if any, imposed by the articles of organization upon the transfer of shares of any class or series of stock are

ARTICLE VI

As amended, other lawful provisions for the conduct and regulation of the business and affairs of the business entity, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the business entity, or of its directors or stockholders, or of any class of stockholders:

(Do not state Article VI if it has not been amended.)

The amendment shall be effective at the time and on the date approved by the Division, unless, a later effective date not more than ninety days from the date and time of filing is specified:

Later Effective Date: Time:

Signed by DAVID S. MORSE, MD, its PRESIDENT

on this 26 Day of August, 2009

EX-3.292 183 d805253dex3292.htm EX-3.292 EX-3.292

Exhibit 3.292

BY-LAWS

OF

SHERIDAN MORSE HEALTHCARE OF MASSACHUSETTS, P.C.

N/K/A SHERIDAN HEALTHCARE OF MASSACHUSETTS. P.C.

ARTICLE I

PURPOSE

The purpose of Sheridan Morse Healthcare of Massachusetts, P.C. (the “Corporation”) shall be to engage in the provision of professional medical services through physicians duly licensed under the laws of the Commonwealth of Massachusetts and any other activity permitted under the General Laws of Massachusetts.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the Corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for under the laws of the Commonwealth of Massachusetts.

Section 10 Qualification of Stockholders. Any stockholder of the Corporation must be duly licensed to practice medicine in the Commonwealth of Massachusetts.

ARTICLE III

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and duly licensed to practice medicine in the Commonwealth of Massachusetts.

 

2

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by the Shareholders of the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an Increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an

 

3

executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE IV

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Vice President, a Secretary and a Treasurer. Officers must be natural persons who are at least 18 years of age and duly licensed to practice medicine in the Commonwealth of Massachusetts. Except as otherwise

 

4

provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors.

The Vice President shall assist the President in the general and active management of the business and affairs of the Corporation and shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. The Vice President shall have all of the powers and shall exercise all of the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

 

5

ARTICLE V

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of the Commonwealth of Massachusetts, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of the General Laws of Massachusetts.

ARTICLE VII

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

 

6

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its Articles or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reason able particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article II, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided

 

7

or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future Massachusetts law or current or future judicial or administrative

 

8

decisions relating to Massachusetts corporations (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written

 

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request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of Massachusetts law or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the General Laws of Massachusetts.

 

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Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN MORSE HEALTHCARE OF MASSACHUSETIS, P.C. are the Bylaws duly adopted by the sole Director of the Corporation pursuant to a written consent to organizational action effective as of December 19, 2007.

 

/s/ David Morse, Secretary

David Morse, Secretary

 

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EX-3.293 184 d805253dex3293.htm EX-3.293 EX-3.293

Exhibit 3.293

ARTICLES OF ASSOCIATION

OF

SHERIDAN HEALTHCARE OF NORTH TEXAS, P.A.

The undersigned natural person of the age of eighteen (18) years or more, being duly licensed under the laws of the State of Texas to render professional services as a doctor of medicine, hereby forms this professional association and adopts the following Articles of Association:

1. NAME AND ADDRESS. The name and address of the association shall be SHERIDAN HEALTHCARE OF NORTH TEXAS, P.A., 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

2. DURATION AND CONTINUITY.

2.1 Duration. The period of duration is perpetual, subject to the provisions of Section 8 of the Texas Professional Act.

2.2 Continuity. The association shall continue as a separate entity independent of its members, for all purposes, for the period provided in these Articles of Association, or until dissolved by a vote of two-thirds of the members, and shall continue notwithstanding the death, insanity, incompetency, conviction for felony, resignation, withdrawal, transfer of membership, retirement, or expulsion of any one or more of the members (except the last surviving member), the admission or transfer of membership to any new member or members, or the happening of any other event which under the laws of the State of Texas and under like circumstances, would work a dissolution of a partnership.

3. PURPOSE. The purpose or purposes for which the association is organized shall be to perform those professional services that a doctor of medicine, duly licensed under the laws of the State of Texas, is authorized to render, and to engage in any lawful purposes or purposes that are conferred on professional associations and corporations under the laws of the State of Texas and that are necessary or proper in connection with the rendering of such professional services, including, but not limited to, the following:

(a) To purchase, lease, acquire, own, hold and operate, and to sell, mortgage, pledge, employ, dispose of, encumber or invest in real estate, mortgages, stocks, bonds, and tangible and intangible personal property as may be reasonably required in the conduct of its professional business and in connection with any other proper business activity in which it may be engaged;

(b) To enter into and make all necessary contracts for the conduct of its professional business with any person, partnership, association, corporation or other entity, and to perform, carry out, cancel and rescind those contracts;

(c) To borrow or raise money reasonably required in the conduct of its professional business and in connection with any proper business activity in which it may be engaged, and to execute and deliver any instrument that may be necessary to evidence the borrowing;

(d) To form and become a participant in any partnership, limited partnership, or joint venture with any other individuals, firms, corporations, or entities, to become a shareholder in any corporation for profit, and to become a member of any association, nonprofit corporation or other entity;

(e) To carry on any other business in connection with and incidental to any of the foregoing businesses, transactions, and dealings;

(f) To restrict the manner in which, and the persons to whom, its capital stock shall be issued or transferred and to enact regulations to carry these restrictions into effect; and

(g) To do everything necessary, proper, advisable, or convenient to accomplish the purposes, attain the objectives, or further the powers that are set forth in these Articles of Association and that are incidental to, pertaining to, or growing out of its professional business or that arise otherwise, and at all times to comply with the provisions of the Texas Professional Association Act, Article 1528f of the Revised Civil Statutes of the State of Texas as presently enacted and as may be amended or superseded by any other statute in the future.

4. CAPITALIZATION. The authorized shares of ownership of the association shall consist of one thousand (1,000) shares having no par value. The original stated value of the shares of ownership of the association may be changed from time to time by the board of directors. The board of directors shall determine the consideration to be received for each share of ownership in the association. The association will not commence business until it has received for its shares of ownership consideration in the value of $100 consisting of money, labor done, or property actually received.

5. RESTRICTIONS ON ISSUANCE AND TRANSFER. No share of ownership of the association shall be issued or transferred to any person who is not duly licensed to practice medicine in the State of Texas. The transfer of any share of ownership in the association shall be made in accordance with the requirements of the bylaws of the association.

6. DENIAL OF PREEMPTIVE RIGHTS. No member or other person shall have any preemptive right whatsoever.

7. VOTING RIGHTS. Each outstanding share of ownership in the association shall be entitled to one vote. To the extent permitted under the laws of the State of Texas, consent by vote or otherwise of the holders of a majority of the shares of ownership shall be sufficient to sustain any action to be taken by the members or any action which requires the vote or concurrence of the members.

8. NON-CUMULATIVE VOTING. Cumulative voting by the members of the association at any election for directors is expressly prohibited.

 

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9. REGISTERED OFFICE AND AGENT. The street address of the association’s initial registered office is 350 North St. Paul Street, Suite 2900, Dallas, Texas 75201, and the name of its initial registered agent at such address is CT Corporation System.

10. ORIGINAL MEMBERS. The original member of the association is licensed to perform the type of professional service for which the association is formed. The name and address of the original member is:

Gilbert Drozdow

1613 North Harrison Parkway, Suite 200

Sunrise, Florida 33323

11. DIRECTORS. The number of directors constituting the initial board of directors is one (1). The number of directors may be increased or decreased from time to time by amendment to the bylaws of the association. The name and address of the person who is to serve as director or executive committee member until the first annual meeting of the members or until his successor is elected and qualified is:

Gilbert Drozdow

1613 North Harrison Parkway, Suite 200

Sunrise, Florida 33323

12. INTERESTED DIRECTORS, OFFICERS AND MEMBERS. No contract or transaction between the association and one or more of its directors, officers, or members, or between the association and any other corporation, partnership, association, or other organization in which one or more of its directors, officers, or members are directors or officers or have a financial interest, shall be void or voidable for this reason, solely because the director, officer or member is present at or participates in the meeting of the board of directors, a committee thereof, or members which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorized the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the members; or

(c) the contract or transaction is fair as to the association as of the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the members.

Interested directors shall be counted in determining the presence of a quorum at a meeting of the board of directors, a committee thereof, or the members which authorized the contract or transaction.

 

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13. BYLAWS. The initial bylaws shall be adopted by the board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors.

14. PROFESSIONAL SERVICES. The professional services of the association shall be rendered only through offices, employees, and agents who are duly licensed or otherwise legally authorized to practice medicine within the State of Texas. Professional services shall be rendered in each case by the officer, employee, or agent designated solely by this association, acting through its duly elected officers, and no officer, employee, or agent shall enter into any contract, written or verbal, for professional services with any patient in which the right to select the person by whom the services shall be rendered is delegated to the patient. This provision shall not be applicable to the extent it is in conflict with the law or the professiona1 rules of medical practice.

15. DISSOLUTION BY MEMBER PROHIBITED. No member of the association shall have the power to dissolve the association by his or her independent act or any kind.

16. AMENDMENT OF ARTICLES. These Articles of Association may be amended at any time upon the vote of a majority of the outstanding shares of ownership.

IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of March, 2003.

 

/s/ Gilbert Drozdow, M.D.

Gilbert Drozdow, M.D.

 

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CONSENT CERTIFICATE

Sheridan Healthcare of Texas, P.A., a Texas professional association, does hereby consent to the use of the corporate name “Sheridan Healthcare of North Texas, P.A.” by Gilbert Drozdow, in his capacity as initial sole member of Sheridan Healthcare of North Texas, P.A.; this consent being executed pursuant to Title l, Part 4, Chapter 79, Subchapter C, Rule §79.42 of the Texas Administrative Code.

WITNESS the following signature this 11th day of March, 2003.

 

SHERIDAN HEALTHCARE OF TEXAS, P.A.
By:  

/s/ Gilbert Drozdow, President

  Gilbert Drozdow, President

 

STATE OF FLORIDA

    )      
   )    SS:   

COUNTY OF BROWARD

    )      

The foregoing consent certificate was acknowledged before me this 11th day of March, 2003, by Gilbert Drozdow, President of Sheridan Healthcare of Texas, P.A., for and on behalf of the corporation.

 

/s/ Anastasia L. Santarone

Anastasia L. Santarone, Notary Public

My Commission Expires:

Jan. 8, 2007                    

 

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Office of Secretary of State

Corporation Section

P.O. Box 13697

Austin, TX 78711-3697

(Form 408)

   

Filed in the Office of the

Secretary of State of Texas

Filing #: 800182920 04/19/2010

Document #: 304390530691

Image Generated Electronically

 

STATEMENT OF CHANGE OF

ADDRESS OF REGISTERED AGENT

 

  1. The name of the entity represented is

SHERIDAN HEALTHCARE OF NORTH TEXAS, P.A

The entity’s filing number is 800182920

 

  2. The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)

350 N. St. Paul St., Dallas, TX 75201

 

  3. The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)

350 N. St. Paul St., Ste. 2900, Dallas, TX 75201-4234

 

  4. Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

 

Dated:    04/19/2010      

CT Corporation System

Name of Registered Agent

 

Kenneth Uva, Vice President

 

Signature of Registered Agent

FILING OFFICE COPY

 

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EX-3.294 185 d805253dex3294.htm EX-3.294 EX-3.294

Exhibit 3.294

BY-LAWS

OF

SHERIDAN HEALTHCARE OF NORTH TEXAS, P.A.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the association for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Association’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Association. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Association or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Association,

not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Association’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Association’s principal place of business, Secretary, or other officer or agent of the Association having custody of the Association’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Texas Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Texas. Directors shall be Shareholders and shall be duly licensed or otherwise legally qualified to practice medicine in the State of Texas.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Association shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Association must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Association or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least three (3) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or

 

6

similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Association shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Association has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices, provided that the President and the Secretary shall not be the same person unless the Association has only one Shareholder. All officers of the Association shall be Shareholders and shall be and continuously remain duly licensed or otherwise legally qualified to practice medicine in the State of Texas. Officers need not be Directors except that the President shall be a Director.

 

7

Section 2 Duties. The officers of this Association shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the association and shall have general and active management of the business and affairs of the association subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Secretary or Board of Directors of the Association. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Association accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

 

8

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Association. Unless provided for in an employment agreement between the Association and an officer, all officers of the Association serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Association’s checking accounts. The Association shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary. Shares may be issued for such consideration (not less than par value) and to such persons who are duly licensed or otherwise legally qualified to practice medicine in the State of Texas as the Board of Directors may determine from time to time.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Association shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Texas, shall not be bound to recognize any equitable or other claim to or interest in the shares.

 

9

Section 4 Transfer of Shares. Shares of the Association shall be transferred on its books only after the surrender to the Association of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, pursuant to Section 1, above, and the transaction recorded on the books of the Association.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Association, a new certificate shall be issued upon the delivery to association of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

Section 6 Legend. Each certificate representing shares of ownership of the Association shall bear the following legend:

The shares represented by this certificate shall not be transferred, sold, assigned, pledged, or hypothecated except to an individual who is duly licensed or otherwise legally authorized to practice medicine in the State of Texas.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Association to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Association’s assets to be less than its liabilities plus the amount necessary, if the

 

10

Association were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Association may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Texas Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Association shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Association.

(B) The Association shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Association shall keep a copy of: its articles or restated articles of association and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

 

11

(D) The association shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Association’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Association written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Association, any of the following records of the Association if the shareholder gives the Association written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Association; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Association.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Association to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

 

12

The Association may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Association or of any other association, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Association or any other association.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Association shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Association and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Association on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Association’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Association shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is

 

13

reasonably necessary to enable the Association to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Association shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Association indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Association, the Association shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Association issues or authorizes the issuance of shares for promises to render services in the future, the Association shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the association, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Association shall, and does hereby, indemnify, to the fullest extent permitted or authorized by the Texas Business Corporation Act or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Association to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to

 

14

any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Association shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Association within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Association to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Association to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”)

 

15

by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Association as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Association shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Association within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Association’s counsel to represent the person in any action, suit or proceeding, whether or not the Association is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Association denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Association. There shall be a defense available to the Association to assert in action that

 

16

indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Association. Neither: (a) the failure of the Association (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Association (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Association and each director, officer and employee of the Association described in Section 1 of this Article who serves or served in that capacity at any time while this

 

17

Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Texas Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Association arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Association shall have the authority, by resolution, to provide for indemnification of employees or agents of the Association and for any other indemnification of the directors, officers and employees of the Association, as it deems appropriate.

Section 5 Insurance. The association may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Association would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Texas Business Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Association shall nevertheless indemnify each director, officer and employee of the Association described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

 

18

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the affirmative vote of the Board of Directors.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Association.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN HEALTHCARE OF NORTH TEXAS, P.A. are the Bylaws duly adopted by the sole director of the Association pursuant to a written consent to organizational action dated as of March 12, 2003.

 

/s/ Gilbert L. Drozdow, Secretary

Gilbert L. Drozdow, Secretary

 

19

EX-3.295 186 d805253dex3295.htm EX-3.295 EX-3.295

Exhibit 3.295

ARTICLES OF ASSOCIATION

OF

SHERIDAN HEALTHCARE OF TEXAS, P.A.

The undersigned natural person of the age of eighteen (18) years or more, being duly licensed under the laws of the State of Texas to render professional services as a doctor of medicine, hereby forms this professional association and adopts the following Articles of Association:

1. NAME AND ADDRESS. The name and address of the association shall be SHERIDAN HEALTHCARE OF TEXAS, P.A., 4651 Sheridan Street, Suite 400, Hollywood, Florida, 33021.

2. DURATION AND CONTINUITY.

2.1. Duration. The period of duration is perpetual, subject to the provisions of Section 8 of the Texas Professional Association Act.

2.2. Continuity. The association shall continue as a separate entity independent of its members, for all purposes, for the period provided in these Articles of Association, or until dissolved by a vote of two-thirds of the members, and shall continue notwithstanding the death, insanity, incompetency, conviction for felony, resignation, withdrawal, transfer of membership, retirement, or expulsion of any one or more of the members (except the last surviving member), the admission or transfer of membership to any new member or members, or the happening of any other event which under the laws of the State of Texas and under like circumstances, would work a dissolution of a partnership.

3. PURPOSE. The purpose or purposes for which the association is organized shall be to perform those professional services that a doctor of medicine, duly licensed under the laws of the State of Texas, is authorized to render, and to engage in any lawful purpose or purposes

that are conferred on professional associations and corporations under the laws of the State of Texas and that are necessary or proper in connection with the rendering of such professional services, including, but not limited to, the following:

(a) To purchase, lease, acquire, own, hold and operate, and to sell, mortgage, pledge, employ, dispose of, encumber or invest in real estate, mortgages, stocks, bonds, and tangible and intangible personal property as may be reasonably required in the conduct of its professional business and in connection with any other proper business activity’ in which it may be engaged;

(b) To enter into and make all necessary contracts for the conduct of its professional business with any person, partnership, association, corporation or other entity, and to perform, carry out, cancel and rescind those contracts;

(c) To borrow or raise money reasonably required in the conduct of its professional business and in connection with any proper business activity in which it may be engaged, and to execute and deliver any instrument that may be necessary to evidence the borrowing;

(d) To form and become a participant in any partnership, limited partnership, or joint venture with any other individuals, firms, corporations, or entities, to become a shareholder in any corporation for profit, and to become a member of any association, nonprofit corporation, or other entity;

(e) To carry on any other business in connection with and incidental to any of the foregoing businesses, transactions, and dealings;

 

2

(f) To restrict the manner in which, and the persons to whom, its capital stock shall be issued or transferred and to enact regulations to carry these restrictions into effect; and

(g) To do everything necessary, proper, advisable, or convenient to accomplish the purposes, attain the objectives, or further the powers that are set forth in these Articles of Association and that are incidental to, pertaining to, or growing out of its professional business or that arise otherwise, and at all times to comply with the provisions of the Texas Professional Association Act, Article 1528f of the Revised Civil Statutes of the State of Texas as presently enacted and as may be amended or superseded by any other statute in the future.

4. CAPITALIZATION. The authorized shares of ownership of the association shall consist of ten thousand (10,000) shares having no par value. The original stated value of the shares of ownership of the association may be changed from time to time by the board of directors. The board of directors shall determine the consideration to be received for each share of ownership in the association. The association will not commence business until it has received for its shares of ownership consideration in the value of $1,000 consisting of money, labor done, or property actually received.

5. RESTRICTIONS ON ISSUANCE AND TRANSFER. No share of ownership of the association shall be issued or transferred to any person who is not duly licensed to practice medicine in the State of Texas. The transfer of any share of ownership in the association shall be made in accordance with the requirements of the bylaws of the association.

6. DENIAL OF PREEMPTIVE RIGHTS. No member or other person shall have any preemptive right whatsoever.

 

3

7. VOTING RIGHT. Each outstanding share of ownership in the association shall be entitled to one vote. To the extent permitted under the laws of the State of Texas, consent by vote or otherwise of the holders of a majority of the shares of ownership shall be sufficient to sustain any action to be taken by the members or any action which requires the vote or concurrence of the members.

8. NON-CUMULATIVE VOTING. Cumulative voting by the members of the association at any election for directors is expressly prohibited.

9. REGISTERED OFFICE AND AGENT. The street address of the association’s initial registered office is 350 North St. Paul Street, Suite 2900, Dallas, Texas 75201, and the name of its initial registered agent at such address is CT Corporation System.

10. ORIGINAL MEMBERS. The original member of the association is licensed to perform the type of professional service for which the association is formed. The name and address of the original member is:

Steven Pailet

4651 Sheridan Street, Suite 400

Hollywood, Florida, 33021

11. DIRECTORS. The number of directors constituting the initial board of directors is one (1). The number of directors may be increased or decreased from time to time by amendment to the bylaws of the association. The name and address of the person who is to serve as director or executive committee member until the first annual meeting of the members or until his successor is elected and qualified is:

 

NAME    ADDRESS
Steven Pallet, M.D.   

4651 Sheridan Street, Suite 400,

Hollywood, Florida, 33021.

 

4

12. INTERESTED DIRECTORS, OFFICERS AND MEMBERS. No contract or transaction between the association and one or more of its directors, officers, or members, or between the association and any other corporation, partnership, association, or other organization in which one or more of its directors, officers, or members are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director, officer, or member is present at or participates in the meeting of the board of directors, a committee thereof, or members which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorized the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the members; or

(c) the contract or transaction is fair as to the association as of the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the members.

Interested directors shall be counted in determining the presence of a quorum at a meeting of the board of directors, a committee thereof, or the members which authorizes the contract or transaction.

 

5

13. BYLAWS. The initial bylaws shall be adopted by the board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors.

14. PROFESSIONAL SERVICES. The professional services of the association shall be rendered only through officers, employees, and agents who are duly licensed or otherwise legally authorized to practice medicine within the State of Texas. Professional services shall be rendered in each case by the officer, employee, or agent designated solely by this association, acting through its duly elected officers, and no officer, employee, or agent shall enter into any contract, written or verbal, for professional services with any patient in which the right to select the person by whom the services shall be rendered is delegated to the patient. This provision shall not be applicable to the extent it is in conflict with the law or the professional rules of medical practice.

15. DISSOLUTION BY MEMBER PROHIBITED. No member of the association shall have the power to dissolve the association by his or her independent act of any kind.

16. AMENDMENT OF ARTICLES. These Articles of Association may be amended at any time upon the vote of a majority of the outstanding shares of ownership.

IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of August, 1995.

 

/s/ Steven Pailet

Steven Pailet, M.D.

 

6

  

Office of Secretary of State

Corporation Section

P.O. Box 13697

Austin, TX 78711-3697

(Form 408)

   

Filed in the Office of the

Secretary of State of Texas

Filing #: 800182920 04/19/2010

Document #: 304390530387

Image Generated Electronically

 

 

STATEMEENT OF CHANGE OF

ADDRESS OF REGISTERED AGENT

 

1. The name of the entity represented is
     SHERIDAN HEALTHCARE OF TEXAS, P.A.

 

     The entity’s filing number is 81639203

 

2. The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)

 

     350 N. St. Paul St., Dallas TX 75201

 

3. The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)

 

     350 N. St. Paul St., Ste. 2900, Dallas, TX 75201-4234

 

4. Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 04/19/2010

 

CT Corporation System

    Name of Registered Agent

Kenneth Uva, Vice President

    Signature of Registered Agent

FILING OFFICE COPY

EX-3.296 187 d805253dex3296.htm EX-3.296 EX-3.296

Exhibit 3.296

BYLAWS

OF

SHERIDAN HEALTHCARE OF TEXAS, P.A.

Contents

    Page  

ARTICLE 1. DEFINITIONS

      1   

ARTICLE 2. OFFICES

      2   

    2.01    

   Principal and Other Offices      2   

    2.02    

   Registered Office and Agent      2   

    2.03

   Initial Registered Office and Agent      2   

ARTICLE 3. SHAREHOLDERS

      2   

    3.01

   Qualifications      2   

    3.02

   Annual Meetings      2   

    3.03

   Special Meetings      2   

    3.04

   Place of Meetings      2   

    3.05

   Notice of Meetings      3   

    3.06

   Closing of Transfer Books or Fixing of Record Date      3   

    3.07

   Voting Lists      3   

    3.08

   Quorum      4   

    3.09

   Manner of Acting      4   

    3.10

   Proxies      4   

    3.11

   Voting of Shares      4   

    3.12

   Voting of Shares by Certain Holders      4   

    3.13

   Voting for Directors      4   

    3.14

   Conduct of Meetings      4   

    3.15

   Order of Business      5   

ARTICLE 4. BOARD OF DIRECTORS

      5   

    4.01

   General Powers      5   

    4.02

   Number; Qualifications; Election; Term      5   

    4.03

   Change in Number      6   

    4.04

   Removal      6   

    4.05

   Resignation      6   

    4.06

   Vacancies      6   

    4.07

   Annual Meetings      6   

    4.08

   Regular Meetings      7   

    4.09

   Special Meetings      7   

    4.10

   Place of Meetings      7   

    4.11

   Notice of Meetings      7   

    4.12

   Quorum      7   

    4.13

   Manner of Acting      7   

    4.14

   Order of Business      7   

    4.15

   Compensation      8   

    4.16

   Presumption of Assent      8   

 

-i-

    4.17    

   Loans      8   

    4.18

   Interested Directors, Officers and Shareholders      8   

ARTICLE 5. COMMITTEES

      9   

    5.01

   Executive and Other Committees      9   

    5.02

   Term of Office; Removal; Resignation      10   

    5.03

   Change in Number      10   

    5.04

   Vacancies      10   

    5.05

   Chairman      10   

    5.06

   Meetings      10   

    5.07

   Quorum      10   

    5.08

   Rules; Procedure      10   

ARTICLE 6. OFFICERS

      10   

    6.01

   Number and Qualifications      10   

    6.02

   Authority      11   

    6.03

   Election and Term of Office      11   

    6.04

   Removal      11   

    6.05

   Resignation      11   

    6.06

   Vacancies      11   

    6.07

   Chairman of the Board      11   

    6.08

   President      11   

    6.09

   Vice Presidents      12   

    6.10

   Secretary      12   

    6.11

   Treasurer      13   

    6.12

   Assistant Secretaries      14   

    6.13

   Assistant Treasurers      14   

    6.14

   Compensation      14   

    6.15

   Sureties and Bonds      14   

ARTICLE 7. INDEMNIFICATION; INSURANCE

      14   

    7.01

   Indemnification      14   

    7.02

   Insurance      15   

ARTICLE 8. ISSUANCE AND TRANSFER OF SHARES

      15   

    8.01

   Certificates for Shares      15   

    8.02

   Issuance      15   

    8.03

   Payment for Shares.      15   

    8.04

   Issuance and Transfer of Shares      15   

    8.05

   Registers, Shareholders      16   

    8.06

   Lost, Stolen or Destroyed Certificates      16   

    8.07

   Registration of Transfer      16   

    8.08

   Preemptive Rights      17   

    8.09

   Restrictive Legends      17   

 

-ii-

ARTICLE 9. TELEPHONE PARTICIPATION IN MEETINGS; ACTIONS WITHOUT A MEETING

      18   

    9.01

   Telephone-Participation-in Meetings      18   

    9.02

   Actions Without a Meeting      18   

ARTICLE 10. ASSOCIATION RECORDS

      18   

    10.01    

   Minute Book      18   

    10.02

   Books of Account      19   

    10.03

   Share Register      19   

ARTICLE 11. GENERAL PROVISIONS

      19   

    11.01

   Fiscal Year      19   

    11.02

   Checks, Drafts, etc      19   

    11.03

   Dividends      19   

    11.04

   Amendment of Bylaws      19   

    11.05

   Seal      19   

    11.06

   Notices; Waiver of Notices      19   

    11.07

   Construction      20   

    11.08

   Table of Contents; Headings      20   

 

-iii-

BYLAWS

OF

SHERIDAN

HEALTHCARE OF TEXAS, P.A.

ARTICLE1

DEFINITIONS

When used in these Bylaws, the following terms shall have the respective meanings specified in this Article 1:

“Articles of Association” means the articles of association of the Association filed with the Secretary of State of Texas, as amended from time to time.

“Association” means Sheridan HealthCare of Texas, P.A., a Texas professional association.

“Board of Directors” means those persons from time to time serving as directors of the Association.

“Bylaws” means these bylaws, as amended from time to time.

“Chairman of the Board” means the person elected to the office of chairman of the board to perform the duties described in Section 6.07, hereof, if such office is filled.

“Chief Executive Officer” means the Chairman of the Board (if the office of chairman of the board is filled) or, in his absence or inability or refusal to act, the President.

“Director” means each person serving on the Board of Directors.

“President” means the person elected to the office of president to perform the duties described in Section 6.08 hereof.

“Secretary” means the person elected to the office of secretary to perform the duties described in Section 6.10 hereof.

“Senior Officers” means the Chairman of the Board (if the office of chairman of the board is filled) and the President.

“Shareholder” means each holder of shares of ownership of the Association.

“Treasurer” means the person elected to the office of treasurer to perform the duties described in Section 6.11 hereof.

“Vice President” means a person elected to the office of vice president to perform the duties described in Section 6.09 hereof, and “Vice Presidents” means all the persons elected to the office of vice president to perform the duties described in Section 6.09 hereof.

ARTICLE 2

OFFICES

2.01 Principal and Other Offices. The principal office of the Association shall be located at such location as the Board of Directors may from time to time designate. If no location is so designated, the Association’s principal office shall be the same as its registered office.

2.02 Registered Office and Agent. The Association shall have and continuously maintain in the State of Texas:

(a) a registered office which may be, but need not be, the same as its principal place of business; and

(b) a registered agent who has a business office identical to such registered office and who is either an individual resident of the State of Texas or a Texas corporation, or a foreign corporation authorized to transact business in the State of Texas.

2.03 Initial Registered Office and Agent. The address of the initial registered office and the name of the initial registered agent are as set forth in the Articles of Association.

ARTICLE 3

SHAREHOLDERS

3.01 Qualifications. No person may be a Shareholder of this Association unless he is duly licensed or otherwise legally qualified to practice medicine in the State of Texas.

3.02 Annual Meetings. The annual meeting of the Shareholders shall be held during the fourth month following the close of the fiscal year. At such meeting, the Shareholders shall elect the Directors to serve for the ensuing year, and transact any other business as may lawfully come before the meeting. In the event that such annual meeting is not held within such month, the Board of Directors shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

3.03 Special Meetings. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by a Senior Officer or by the Board of Directors and shall be called by the President at the request of the holders of not less than ten (10%) percent of all of the issued

and outstanding shares of stock entitled to vote at the meeting. Any person or persons entitled to call a special meeting of Shareholders may do so only by written request sent by registered or certified mail or delivered in person to a Senior Officer or the Secretary. The officer receiving the written request shall cause proper notice of the meeting to be promptly given in the manner hereinafter provided to all Shareholders entitled to vote at the meeting. Nothing contained in this Section 3.03 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.

3.04 Place of Meetings. Annual meetings of the Shareholders and special meetings of the Shareholders called by the Board of Directors shall be held at the principal office of the

 

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Association or at such place within or without the State of Texas as shall be designated by the Board of Directors in the notice of the meeting. Special meetings of the Shareholders which are called by persons other than the Board of Directors shall be held at the principal office of the Association or at such place, within or without the State of Texas, as is designated as the place for the holding of such meeting in a waiver of notice signed by all Shareholders entitled to vote at the meeting.

3.05 Notice of Meetings. Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days (except as otherwise provided by law) nor more than sixty (60) days before the date of the meeting, personally, by mail addressed to the Shareholder at his address as it appears on the share transfer books of the Association with postage thereon prepaid, or by telegram by or at the direction of a Senior Officer, the Secretary, or the officer or person calling the meeting, to each Shareholder of record entitled to vote at such meeting.

3.06 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of Shareholders for any other proper purpose, the Board of Directors may provide that the share transfer books shall be closed for a stated period, but not to exceed, in any case, sixty (60) days. If the share transfer books shall be closed for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. 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 determination of Shareholders, such date in any case to be not more than sixty (60) days and, in case of 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. 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. When a determination of Shareholders has been made as provided in this Section 3.06, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer books and the stated period of closing has expired.

3.07 Voting Lists. At least ten (10) days before each meeting of Shareholders, the officer or agent having charge of the share transfer books for shares of the Association shall make a complete list of the Shareholders entitled to vote at such meeting, or any adjournment thereof, 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 registered office of the Association 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 inspection of any Shareholder during the whole time of the meeting. The original share transfer book shall be prima facie evidence as to who are the Shareholders entitled to examine such list or transfer books or to vote at any meeting of Shareholders.

 

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3.08 Quorum. The holders of a majority of the issued and outstanding shares of the Association entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at meetings of Shareholders. If a quorum is not present or represented at a meeting of the Shareholders, the Shareholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

3.09 Manner of Acting. When a quorum is present at a meeting, the vote of the holders of a majority of the shares entitled to vote at such meeting, present in person or represented by proxy, shall decide any question brought before the meeting.

3.10 Proxies. At all meetings of Shareholders, a Shareholder may vote by proxy executed in writing by the Shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary before or at the beginning of the meeting, and the chairman of the meeting, as designated by these Bylaws, shall determine the validity of any such proxy or shall appoint an inspector or inspectors to do so. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. A revocable proxy given by a Shareholder shall be revoked automatically by the presence of the Shareholder giving said proxy at a meeting for actions voted upon at such meeting.

3.11 Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of Shareholders, except to the extent that voting rights of the shares of any class or classes are limited or denied by the Articles of Association. Any vote may be taken by voice or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used.

3.12 Voting of Shares by Certain Holders. Shares held by an administrator, executor, guardian or conservator may be voted by him so long as such shares forming a part of an estate are in the possession and forming a part of the estate being served by him, either in person or by proxy, without a transfer of such shares into his name.

3.13 Voting for Directors. Directors shall be elected by a majority of the votes cast at a meeting of the Shareholders by the holders of shares entitled to vote in the election. No Shareholder shall have the right to cumulate his vote at any election for Directors.

3.14 Conduct of Meetings. Meetings of the Shareholders shall be presided over by the Chief Executive Officer, or, in his absence, inability or refusal to act, by a chairman designated by the Board of Directors or designated by the President if the Board of Directors fails to designate a chairman in the absence of the President. The Secretary or, in his absence, inability, or refusal to act, an assistant secretary or, if no such officer is present, a person designated by the chairman of the meeting, shall act as secretary of the meeting. The chairman of the meeting shall appoint the inspectors, if any, of the election.

 

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3.15 Order of Business. The order of business at all annual and special meetings of the Shareholders, so far as practicable, shall be as follows unless changed by the Board of Directors:

(a) Call to order.

(b) Presentation of proof of due notice of the meeting (or waiver thereof).

(c) Roll call.

(d) Presentation and examination of all proxies.

(e) Announcement of a quorum.

(f) Appointment (if any) of inspectors of election.

(g) Reading (or waiver thereof) and approval of the minutes of the previous meeting.

(h) Announcements.

(i) Reports of officers and committees.

(j) Unfinished business.

(k) Nomination of Directors.

(l) Election of Directors.

(m) Other new business.

(n) Adjournment.

ARTICLE 4

BOARD OF DIRECTORS

4.01 General Powers. The business and affairs of the Association and all powers of the Association shall be exercised by or under authority of the Board of Directors, subject to limitations imposed by law, the Articles of Association, or these Bylaws as to action that requires authorization or approval by the Shareholders.

4.02 Number; Qualifications; Election; Term. The Board of Directors shall consist of two (2) Directors. Directors shall be Shareholders and shall be duly licensed or otherwise legally qualified to practice medicine in the State of Texas. At each annual meeting of the Shareholders, the Shareholders shall elect Directors to hold office until the next annual meeting. Each Director shall hold office until his successor shall be duly elected and shall qualify or until his death, resignation or his removal from office in the manner hereinafter provided or until his failure to meet the qualification requirements for a Director as set forth in this Section 4.02.

 

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4.03 Change in Number. The number of Directors may be increased or decreased from time to time by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent Director. The election of a lesser number of Directors than the number last fixed by resolution of the Board of Directors shall be deemed to decrease automatically the number of Directors to the number elected. Any directorship to be filled by reason of an increase in the number of Directors may be filled at a meeting of the Board of Directors by the affirmative vote of the Board of Directors for a term of office continuing only until the next election of Directors by the Shareholders (provided that the Board of Directors may not fill more than two (2) such directorships during the period between any two (2) successive annual meetings of Shareholders) or by the Shareholders at an annual or special meeting called for that purpose. Failure of the Shareholders and the Board of Directors to fill a vacancy or vacancies by the first

meeting, special or annual, of the Shareholders after the occurrence of such vacancy or vacancies shall reduce automatically the number of Directors by the number of vacancies not filled.

4.04 Removal. At any meeting of Shareholders called expressly for that purpose, the entire Board of Directors, or any individual Director, may be removed from office, with or without cause and without notice or hearing, by the vote of the Shareholders holding a majority of the issued and outstanding shares entitled to vote at an election of Directors. In the event the entire Board of Directors or any one or more Directors are removed, new Directors may be elected at the same meeting of the Shareholders for the unexpired term of the Director or Directors so removed. Unless the Shareholders provide otherwise, failure to elect Directors to fill the unexpired term of the Director or Directors so removed shall be deemed to reduce automatically the number of directorships by the number of Directors so removed and for whom new Directors are not elected.

4.05 Resignation. Any Director may resign at any time by giving written notice to the Board of Directors or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

4.06 Vacancies. Any vacancy occurring in the Board of Directors may be filled at any subsequent meeting of the Board of Directors following the occurrence of the vacancy by the affirmative vote of a majority of the remaining Directors though less than a quorum, or by the Shareholders at an annual or special meeting of the Shareholders called for that purpose. A Director appointed or elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

4.07 Annual Meetings. The annual meeting of the Board of Directors shall be held at the same place as and immediately following the adjournment of the annual meeting of the Shareholders. No notice shall be required of the annual meeting. At such meeting, the Board of Directors shall elect the officers of the Association and may transact any other business as may lawfully come before the meeting.

 

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4.08 Regular Meetings. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

4.09 Special Meetings. Special meetings of the Board of. Directors may be called by or at the request of a Senior Officer or any of the Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors called by them.

4.10 Place of Meetings. Meetings of the Board of Directors, annual, regular or special, may be held within or without the State of Texas.

4.11 Notice of Meetings. Annual and regular meetings of the Board of Directors may be held without notice as provided in these Bylaws. Notice of any special meeting of the Board of Directors shall be given no less than three (3) days prior to the meeting by written notice delivered personally or mailed to each Director at his business or residence address, or by telegram. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when 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. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

4.12 Quorum. A majority of the number of Directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

4.13 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or by the Articles of Association or by these Bylaws. Any reference in these Bylaws to any action taken by the Board of Directors shall mean the act of the majority of the Directors present at a meeting at which a quorum is present unless otherwise expressly provided.

4.14 Order of Business. The suggested order of business at meetings of the Board of Directors shall be as follows:

(a) Call to order.

(b) Presentation of proof of due notice of the meeting, if required by these Bylaws (or waiver thereof).

(c) Announcement of a quorum.

(d) Reading (or waiver thereof) and approval of minutes of previous meeting.

(e) Announcements.

 

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(f) Reports of officers.

(g) Reports of committees.

(h) Unfinished business.

(i) New business (including, if applicable, election of officers and declaration of dividends).

(j) Adjournment.

4.15 Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Association in any other capacity and receiving compensation therefor. Members of executive, special or standing committees may, by resolution of the Board of Directors, be allowed compensation as set by the Board of Directors for attending committee meetings.

4.16 Presumption of Assent. A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

4.17 Loans. The Board of Directors shall have the power to lend money in furtherance of any of the purposes of the Association; to invest the funds of the Association from time to time; and to take and hold any property as security for the payment of funds so loaned or invested.

4.18 Interested Directors, Officers and Shareholders. No contract or transaction between the Association and one or more of its Directors, officers, or Shareholders, or between the Association and any other association, corporation, partnership or other organization in which one or more of its Directors, officers, or Shareholders are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the Director, officer, or Shareholder is present at or participates in the meeting of the Board of Directors, a committee thereof, or Shareholders which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

 

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(b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Shareholders; or

(c) the contract or transaction is fair as to the Association as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the Shareholders.

Interested Directors shall be counted in determining the presence of a quorum at a meeting of the Board of Directors, a committee thereof, or Shareholders which authorizes the contract or transaction.

ARTICLE 5

COMMITTEES

5.01 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Association, except that no such committee shall have the authority of the Board of Directors with respect to the following:

(a) amending the Articles of Association;

(b) approving a plan of merger or consolidation;

(c) recommending to the Shareholders the sale, lease or exchange of all or substantially all of the property and assets of the Association otherwise than in the usual and regular course of its business;

(d) recommending to the Shareholders a voluntary dissolution of the Association or the revocation thereof;

(e) amending, altering, or repealing these Bylaws or adopting new bylaws;

(f) filling vacancies in the Board of Directors or any such committee;

(g) filling any directorship to be filled by reason of an increase in the number of Directors;

(h) electing or removing officers or members of any such committee;

(i) fixing the compensation of any member of such committee;

(j) altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be so amendable or repealable;

 

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(k) declaring a dividend; or

(l) authorizing the issuance of shares of the Association.

The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

5.02 Term of Office; Removal; Resignation. Each member of a committee shall serve at the pleasure of the Board of Directors and may be removed, with or without cause and without notice or hearing, by the Board of Directors whenever in its judgment the best interest of the Association will be served thereby. Any member of a committee may resign at any time by giving written notice to the Board of Directors and such resignation shall take effect upon receipt thereof, unless otherwise specified therein, and acceptance of such resignation shall not be necessary to make it effective. In the event a committee member ceases to be a Director for any reason whatsoever, his membership on the committee shall immediately terminate.

5.03 Change in Number. The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the full Board of Directors.

5.04 Vacancies. Vacancies in the membership of any committee may be filled by appointment of the Board of Directors in the manner provided for the original designation in Section 5.01.

5.05 Chairman. One member of each committee shall be appointed chairman of such committee by the Board of Directors.

5.06 Meetings. The time, place, and notice (if any) of committee meetings shall be determined by each committee.

5.07 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the full committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present.

5.08 Rules; Procedure. Each committee may adopt rules for its own government not inconsistent with the law, these Bylaws, or with rules adopted for such committee by the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

ARTICLE 6

OFFICERS

6.01 Number and Qualifications. The officers of the Association shall be a president, a vice-president, a treasurer and a secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may elect or appoint, at its option, a chairman of the board, additional vice presidents (the number thereof to be determined by the Board of Directors), and

 

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such other officers and assistant officers as may be deemed necessary. Any two (2) or more offices may be held by the same person, provided that the President and the Secretary shall not be the same person unless the Association has only one Shareholder. All officers of the Association shall be Shareholders and shall be and continuously remain duly licensed or otherwise legally qualified to practice medicine in the State of Texas. Officers need not be Directors except that the President shall be a Director.

6.02 Authority. All officers and agents of the Association shall have full authority to perform such duties in the management of the Association as may be provided in these Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

6.03 Election and Term of Office. The officers shall be elected by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided or until his failure to meet the qualification requirements for officers as set forth in Section 6.01.

6.04 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause and without notice or hearing, by the vote of the Board of Directors whenever in its judgment the best interest of the Association will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.05 Resignation. Any officer may resign at any time by giving oral or written notice to the Board of Directors or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.06 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

6.07 Chairman of the Board. The Chairman of the Board, if one is elected by the Board of Directors, shall be the chief executive officer of the Association, shall preside at all meetings of the Shareholders and of the Board of Directors and at all meetings of committees for which no other chairman has been designated by the Board of Directors, shall have general control of the business and affairs of the Association, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe. The Chairman of the Board, if one is elected, shall be a Director.

6.08 President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, the President shall have general and active

 

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management and control of the business and affairs of the Association, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. If no Chairman of the Board has been elected, the President shall be the chief executive officer. Within this authority and in the course of his duties, the President shall:

(a) have all the powers and functions of the Chairman of the Board during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Board of Directors;

(b) sign all certificates of shares of the Association, in conjunction with the Secretary or assistant secretary, unless otherwise ordered by the Board of Directors;

(c) when authorized by the Board of Directors or required by law, execute, in the name of the Association, 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 the Association’s business may require; and

(d) appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Association other than the duly appointed officers, subject to the approval of the Board of Directors, and supervise, subject to the direction of the Board of Directors, all of the officers, agents, and employees of the Association.

6.09 Vice Presidents. In the absence of the President or in the event of his death, 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 at the time of their election, 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. Any Vice President may sign, with the Secretary or an assistant secretary, certificates for shares of the Association. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Board of Directors.

6.10 Secretary. The Secretary shall:

(a) keep at the principal office of the Association, or such other place as the Board of Directors may order, the minutes of the meetings of the Shareholders, the Board of Directors, and the committees of the Association in one or more books provided for that purpose;

(b) attest and keep at the principal office of the Association the original or a copy of these Bylaws as amended or otherwise altered to date;

(c) keep the original or a copy of the Articles of Association certified by the Secretary of State of Texas, with all amendments thereof to date in the minute book of the Association;

 

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(d) assure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(e) be custodian of the corporate records and of the seal of the Association and assure that the seal of the Association is affixed to all documents the execution of which on behalf of the Association under its seal is duly authorized;

(f) keep at the principal office of the Association a share register or duplicate share register showing the names of the Shareholders and their addresses (which shall be furnished to the Secretary by each Shareholder);

(g) sign with the President, or a Vice President, certificates for shares of the Association, the issuance of which shall have been authorized by resolution of the Board of Directors;

(h) have general charge of the share transfer books of the Association;

(i) perform any and all other duties described in these Bylaws;

(j) be responsible for assuring compliance with applicable law regarding the preparation and furnishing of documentation concerning restrictions on transferability of the Association’s shares;

(k) assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(l) in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Board of Directors.

6.11 Treasurer. The Treasurer shall:

(a) have charge and custody of and be responsible for all funds and securities of the Association;

(b) keep full and accurate accounts of receipts and disbursements in the corporate books;

(c) deposit all money and other valuables in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors;

(d) disburse the, funds of the Association as may be ordered or authorized by the Board of Directors and preserve proper vouchers for such disbursements;

(e) render to the Senior Officers and the Board of Directors at the regular meetings of the Board of Directors, or whenever any one or more of the Senior Officers or the Board of Directors requires it, an account of all his transactions as Treasurer and of the financial condition of the Association;

 

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(f) render a full financial report at the annual meeting of the Shareholders, if so requested;

(g) be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Association; and

(h) in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Board of Directors.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

6.12 Assistant Secretaries. The assistant secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President certificates for shares of the Association, the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Board of Directors.

6.13 Assistant Treasurers. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Board of Directors.

6.14 Compensation. The compensation 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 because he is also a Director.

6.15 Sureties and Bonds. The Board of Directors may require any officer or agent of the Association to execute in favor of the Association a bond, in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Association and including responsibility for negligence and for the accounting for all property, funds or securities of the Association which may come into his hands.

ARTICLE 7

INDEMNIFICATION; INSURANCE

7.01 Indemnification. The Association shall indemnify any person who is or was a Director or officer of the Association and any person who serves or served at the Association’s request as a director, officer, employee; agent, partner, or trustee of another association or of a corporation, partnership, joint venture, trust, or other enterprise to the fullest extent permitted by the Texas Business Corporation Act, as presently constituted and hereafter amended, but such indemnification shall not be deemed exclusive of any other rights to which any Director or officer may be entitled. Any indemnification of or advance of expenses to any such person shall be reported in writing to the Shareholders with or before the notice or waiver of notice of the next meeting of the Shareholders or with or before the next submission to the Shareholders of a consent to action without a meeting pursuant to Section 9.02 hereof, and, in any case, within the twelve (12) month period immediately following the date of indemnification or advance.

 

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7.02 Insurance. The Association may purchase and maintain insurance on behalf of any person who was or is a Director, officer, employee or agent of the Association or any person who serves or served at the Association’s request as a director, officer, employee, agent, partner, or trustee of another association or of a corporation, partnership, joint venture, trust, or other enterprise as permitted by the Texas Business Corporation Act, as presently constituted and hereafter amended.

ARTICLE 8

ISSUANCE AND TRANSFER OF SHARES

8.01 Certificates for Shares. Certificates in the form determined by the Board of Directors shall be delivered representing all shares to which Shareholders are entitled. Certificates shall be consecutively numbered and shall be entered in the books of the Association as issued. Each certificate shall state on its face the holder’s name, the number and class of shares, the par value of shares or a statement that such shares are without par value, and such other matters as may be required by law. It shall be signed by the President or a Vice President and the Secretary or an assistant secretary and may be sealed with the seal of the Association or a facsimile thereof. If a certificate is countersigned by a transfer agent or an assistant transfer agent or registered by a registrar (either of which is other than the Association or an employee of the Association) the signature of any officer may be a facsimile.

8.02 Issuance. Shares (both treasury and authorized but unissued) may be issued for such consideration (not less than par value) and to such persons who are duly licensed or otherwise legally qualified to practice medicine in the State of Texas as the Board of Directors may determine from time to time. Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid.

8.03 Payment for Shares.

(a) The consideration for the issuance of shares may consist of any tangible or intangible benefit to the Association, including cash, promissory notes, services performed, contracts for services to be performed, or securities of the Association.

(b) In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of consideration received shall be conclusive.

(c) When consideration, fixed as provided by law, has been paid, the shares shall be deemed to have been issued and shall be considered fully paid and non-assessable.

(d) The consideration received for shares shall be allocated by the Board of Directors, in accordance with law, between stated capital and capital surplus accounts.

8.04 Issuance and Transfer of Shares. Shares may only be issued or transferred to individuals who are duly licensed or otherwise legally authorized to practice medicine in the State of Texas. Shares of ownership shall be transferable only on the books of the Association by the holder thereof in person or by his duly authorized attorney. Prior to the issuance of a certificate or a new certificate representing shares of ownership of the Association, each person

 

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entitled to such certificate shall prove to the satisfaction of the Board of Directors that he is, duly licensed or otherwise legally qualified to practice medicine in the State of Texas and that any transfer of shares is in accordance with any restrictions applicable to such shares by agreement or otherwise. Upon surrender to the Association or the transfer agent of the Association 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 Association to issue a new certificate to the person entitled thereto and to cancel the old certificate. Each such transfer shall be entered on the transfer book of the Association which shall be kept at its principal office. Upon the closing of the share transfer books or the fixing of the record date, no transfer shall be made until after the purpose for which the share transfer books were closed or the record date fixed has been realized.

8.05 Registers Shareholders. The Association shall be entitled to treat the holder of record of any share as the holder in fact thereof and accordingly, 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 express or other notice thereof, except as expressly provided by law.

8.06 Lost, Stolen or Destroyed Certificates. The Association shall issue a new certificate in place of any certificate for shares previously issued if the registered owner of the certificate:

(a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken;

(b) requests the issuance of a new certificate before the Association has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(c) if required by the Association, gives a bond in such form, and with such surety or sureties, with fixed or open penalty, as the Association may direct, to indemnify the Association (and its transfer agent and registrar, if any) against any claim that may be made on account of the alleged loss, destruction or theft of the certificate; and

(d) satisfies any other reasonable requirements imposed by the Association.

When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Association within a reasonable time after he has notice of such loss, destruction or taking, and the Association registers a transfer of shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Association for the transfer or for a new certificate.

8.07 Registration of Transfer. The Association shall register the transfer of a certificate for shares presented to it for transfer if:

(a) the certificate is properly endorsed by the registered owner or his duly authorized attorney in fact;

 

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(b) the signature of such person has been guaranteed by a national banking association or member of the New York Stock Exchange (unless such guarantee is waived in writing by the Association), and reasonable assurance is given that such endorsements are effective;

(c) the Association has no notice of an adverse claim or has discharged any duty to inquire into such a claim;

(d) there has been compliance with any applicable law relating to the collection of taxes; and

(e) the Board of Directors has been provided evidence to its satisfaction that the transferee is an individual duly licensed or otherwise legally authorized to practice medicine in the State of Texas.

8.08 Preemptive Rights. No Shareholder or other person shall have any preemptive right whatsoever.

8.09 Restrictive Legends. Any restriction on preemptive rights of the Shareholders and any restrictions on the transfer, or registration of transfer, of shares of stock of the Association shall be set forth or referred to on each certificate representing shares so restricted in the manner hereinafter set forth. Each certificate representing shares so restricted shall:

(a) conspicuously set forth a full or summary statement of the restriction on the face of the certificate; or

(b) set forth such statement on the back of the certificate and conspicuously refer to the same on the front of the certificate; or

(c) conspicuously state on the face or back of the certificate that such restriction exists pursuant to a specified document and either:

(1) that the Association will furnish to the recordholder of the certificate a copy of the specified document without charge upon written request to the Secretary at the Association’s principal office; or

(2) if such document is one required or permitted to be and has been filed under the Texas Business Association Act, as presently constituted and hereafter amended, that such specified document is on file in the office of the Secretary of State of Texas and contains a full statement of such restriction.

Each certificate representing shares of ownership of the Association shall bear the following legend:

The shares represented by this certificate shall not be transferred, sold, assigned, pledged, or, hypothecated except to an individual, who is duly licensed or otherwise legally authorized stop practice medicine in the State of Texas.

 

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ARTICLE 9

TELEPHONE PARTICIPATION IN MEETINGS;

ACTIONS WITHOUT A MEETING

9.01 Telephone Participation in Meetings. The Shareholders, the Directors, or the members of any committee designated by the Board of Directors, may participate in and hold a meeting of such Shareholders, Board of Directors or committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in a meeting pursuant to this Section 9.01 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. A meeting held under this Section 9.01 is subject to the same notice and other requirements to which any other meeting of the Shareholders, the Board of Directors, or a committee, as the case may be, is subject.

9.02 Actions Without a Meeting. Any action required by law or these Bylaws to be taken at a meeting of the Shareholders, the Board of Directors or any committee, or any action which may be taken at a meeting of the Shareholders, the Board of Directors, or a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof, the Directors, or the members of the committee, as the case may be. Any such consent shall have the same force and effect as a unanimous vote at a meeting. The consent may be in more than one counterpart so long as each Shareholder, Director, or member of the committee, as the case may be, signs a counterpart of the consent.

ARTICLE 10

ASSOCIATION RECORDS

10.01 Minute Book. The Association shall keep at the principal office, or such other place as the Board of Directors may order, a minute book containing:

(a) the Articles of Association;

(b) the Bylaws;

(c) any statements of change of registered office or registered agent;

(d) all of the minutes of all meetings of the Shareholders, the Board of Directors, and the committees of the Association; and

(e) all of the signed consents of the Shareholders, the Board of Directors, and the committees of the Association.

All minutes and consents shall be placed in such minute book, or, if a number of counterparts of any such consents are signed by the Directors, the Shareholders, or the members of the committee, as the case may be, one full copy of the consents and the signature pages for the other counterparts shall be placed in the minute book. All references in these Bylaws to meetings of the Board of Directors, the Shareholders, or the committees of the Association shall also refer to actions taken by consent, and all references in these Bylaws to minutes of meetings shall also refer to signed, written consents.

 

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10.02 Books of Account. The Association shall keep correct and complete books and records of account of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares.

10.03 Share Register. The Association shall keep at the principal office, or at the office of the transfer agent, a share register, showing the names of the Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above specified information may be kept by the Association on an information storage device such as electronic data processing equipment provided that the equipment is capable of reproducing the information in clearly legible form for purposes of inspection.

ARTICLE 11

GENERAL PROVISIONS

11.01 Fiscal Year. The fiscal year of the Association shall be established by resolution of the Board of Directors and may be changed by resolution of the Board of Directors.

11.02 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolutions of the Board of Directors, which resolutions may be adopted on forms prescribed and/or provided by depositories.

11.03 Dividends. The Board of Directors may, from time to time declare, and the Association may pay, dividends on its outstanding shares in such amounts and in a manner and upon terms and conditions consonant with applicable law and the Articles of Association.

11.04 Amendment of Bylaws. These Bylaws may be altered, amended or repealed and new bylaws adopted at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of the Board of Directors.

11.05 Seal. The Board of Directors shall, by appropriate resolution, designate a corporate seal which shall be circular in form and have inscribed thereon the name of the Association and either the State of Texas or the city of its principal office.

11.06 Notices; Waiver of Notices. Notices delivered personally shall be deemed to be delivered upon actual receipt. Mailed notices shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice is required to be given to any Shareholder or Director, a waiver thereof in writing signed by the Shareholder or the Director entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice to such Shareholder or Director.

 

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11.07 Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as reasonable and possible (a) the remainder of these Bylaws shall be considered valid and operative, and (b) effect shall be given to the intent manifested by the portion held invalid or inoperative.

11.08 Table of Contents; Headings. The table of contents and headings are for organization, convenience and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material.

The foregoing Bylaws were adopted by resolution of the Board of Directors the 24th day of August 1995.

 

/s/ Gilbert L. Drozdow, M.D.

Gilbert L. Drozdow, M.D., President

 

ATTEST:

/s/ Steven M. Sheinman, M.D.

Steven M. Sheinman, M.D., Secretary

 

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EX-3.297 188 d805253dex3297.htm EX-3.297 EX-3.297

Exhibit 3.297

ARTICLES OF INCORPORATION

OF

SHERIDAN RADIOLOGY SERVICES OF CENTRAL FLORIDA, INC.

ARTICLE I – NAME

The name of this corporation is SHERIDAN RADIOLOGY SERVICES OF CENTRAL FLORIDA, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share,

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARIICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Gilbert Drozdow

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

   

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 15th day of January, 2007.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY RE SERVED

W I T N E S S E T H:

That SHERIDAN RADIOLOGY SERVICES OF CENTRAL FLORIDA, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

 

Sheridan Radiology Services of Central Florida, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 15th day of January, 2007.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent

 

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EX-3.298 189 d805253dex3298.htm EX-3.298 EX-3.298

Exihibit 3.298

BY-LAWS

OF

SHERIDAN RADIOLOGY SERVICES OF CENTRAL FLORIDA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation,

 

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not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument

 

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upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

 

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Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being, to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt unless the notice specifies a later date. If the resignation is effective at a later date and the corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

 

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Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

 

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Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in

 

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good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

 

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If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions only to the extent that it permits the Corporation to provide the heirs, executors, administrators and estate of the person who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a

 

14

Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon

 

15

approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action), that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

 

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partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

 

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ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN RADIOLOGY SERVICES OF CENTRAL FLORIDA, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of January 16, 2007.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.299 190 d805253dex3299.htm EX-3.299 EX-3.299

Exhibit 3.299

ARTICLES OF INCORPORATION

OF

SHERIDAN RADIOLOGY SERVICES OF KENTUCKY, INC.

ARTICLE I – NAME

The name of this corporation is SHERIDAN RADIOLOGY SERVICES OF KENTUCKY, INC. (the “Corporation”).

ARTICLE II – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III – PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV – PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V – CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI – REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

ARTICLE VII – INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Gilbert Drozdow

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

   

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ARTICLE VIII – INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 11th day of March, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S E T H:

That Sheridan Radiology Services of Kentucky, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Radiology Services of Kentucky, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 11th day of March, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.300 191 d805253dex3300.htm EX-3.300 EX-3.300

Exhibit 3.300

BY-LAWS

OF

SHERIDAN RADIOLOGY SERVICES OF KENTUCKY, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for

determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more person to act as proxies, a majority of these persons present at the meeting, or if only one is present that one has all the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more

than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consent, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarizes the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting, the specific business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the

 

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affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two member and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can her each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action when may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

 

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The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating

 

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one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting record (iii) the record of shareholders, and, (iv) any other books and records of the Corporation.

 

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This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to ompel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his

 

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reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise that by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. An indemnification or advance under this Article shall be made promptly, and in any event within 60 days the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expensesrred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article in effect. Any repeal or modification of this Article or any repeal or modification of relevant provision of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that

 

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capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Radiology Services of Kentucky, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of March 11, 2010.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.301 192 d805253dex3301.htm EX-3.301 EX-3.301

Exhibit 3.301

ARTICLES OF INCORPORATION

OF

SHERIDAN RADIOLOGY SERVICES OF PINELLAS, INC.

ARTICLE I - NAME

The name of this corporation is Sheridan Radiology Services of Pinellas, Inc. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jillian Marcus.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Gilbert Drozdow

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

   

Jay A. Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

   

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jillian Marcus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 2nd day of August, 2012.

 

/s/ Jillian Marcus

Jillian Marcus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Radiology Services of Pinellas, Inc. “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Radiology Services of Pinellas, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, Florida 33323

ACKNOWLEDGEMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 2nd day of August, 2012.

 

By:  

/s/ Jillian Marcus

Jillian Marcus, Registered Agent
 EX-3.302 193 d805253dex3302.htm EX-3.302 EX-3.302

Exhibit 3.302

BY-LAWS

OF

SHERIDAN RADIOLOGY SERVICES OF PINELLAS, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholder meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for

determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under ‘the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. ‘Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a Committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a ‘member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the

 

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affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a’ quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

 

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The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the” share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of ‘the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders .of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder .is entitled to inspect and copy, during regular business hours at the Corporation’s principal Office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written ‘notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with

 

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the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholder& list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination’ of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4. Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 clays after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any ‘other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was’ a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

 

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partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a ‘court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Radiology Services of Pinellas, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of August 12, 2012.

 

/s/ Jay A. Martus, Corporate Secretary

Jay A. Martus, Corporate Secretary

 

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EX-3.303 194 d805253dex3303.htm EX-3.303 EX-3.303

Exhibit 3.303

ARTICLES OF INCORPORATION

OF

SHERIDAN RADIOLOGY SERVICES OF SOUTH FLORIDA, INC.

ARTICLE I - NAME

The name of this corporation is SHERIDAN RADIOLOGY SERVICES OF SOUTH FLORIDA, INC. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporation organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jay A. Martus.

 

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ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The names and addresses of the initial directors of this Corporation are:

 

Gilbert Drozdow

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

   

Jay A, Martus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

   

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

 

Jay A. Martus    
1613 North Harrison Parkway    
Suite 200    
Sunrise, FL 33323    

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 10th day of November, 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Incorporator

 

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CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That SHERIDAN RADIOLOGY SERVICES OF SOUTH FLORIDA, INC. “Corporation”), desiring to organize under the laws of the State of Florida, has named Jay A. Martus as its agent to accept service of process within this state.

Sheridan Radiology Services of South Florida, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, Florida 33323

ACKNOWLEDGEMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 10th day of April, 2006.

 

By:  

/s/ Jay A. Martus

Jay A. Martus, Registered Agent
 EX-3.304 195 d805253dex3304.htm EX-3.304 EX-3.304

Exhibit 3.304

BY-LAWS

OF

SHERIDAN RADIOLOGY SERVICES OF SOUTH FLORIDA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is returned by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Seetion 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for

determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the

 

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affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Director. At a meeting of shareholders, any director or the enitre Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

 

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The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

 

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(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with

 

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the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

 

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If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decision only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and state of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencent of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

 

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partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising our of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of SHERIDAN RADIOLOGY SERVICES OF SOUTH FLORIDA, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of November 13, 2006.

 

/s/ Jay A. Martus

Jay A. Martus, Corporate Secretary

 

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EX-3.305 196 d805253dex3305.htm EX-3.305 EX-3.305

Exhibit 3.305

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TRI-COUNTY PAIN MANAGEMENT, P.A.

Pursuant to the provisions of The Professional Service Corporation Act of the State of New Jersey, N.J.S.A. 14A:9-5, the undersigned Corporation, TRI-COUNTY PAIN MANAGEMENT, P.A., a professional corporation duly organized and validly existing under the laws of the State of New Jersey (the “Corporation), undersigned, who is the sole Director and Chairman, hereby executed the following Amended and Restated Certificate of Incorporation:

 

  1. The name of the Corporation is TRI-COUNTY PAIN MANAGEMENT, P.A.

 

  2. The Corporation’s Certificate of Incorporation was filed by the State of New Jersey on October 14, 2003.

 

  3. The Corporation’s number is 0100913326.

 

  4. This Amended and Restated Certificate of Incorporation of the Corporation was approved by the Unanimous Written Consent of the Corporation’s sole Director and sole Shareholder on the 31st day of December, 2012.

ARTICLE II – PURPOSE

The sole and specific purpose for which the corporation is organized and incorporated is to engage in the business of providing professional health care services including medical services to the public within the State of New Jersey that Doctors of Medicine and other health professionals duly licensed under the laws of the State of New Jersey are authorized to render, but the Corporation shall not render such professional services except through its officers, employees and agents who are duly licensed or otherwise legally authorized to render such professional services within the State of New Jersey.

ARTICLE III – TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to New Jersey law.

ARTICLE IV – REGISTERED OFFICE

AND REGISTERED AGENT

The address of the Corporation’s registered office is 820 Bear Tavern Road, Third Floor, West Trenton, New Jersey 08628 and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE V – BOARD OF DIRECTORS

The number of directors constituting the Board of Directors shall be one (1); and the name and address of the current director, who is a Doctor of Medicine duly licensed under the laws of the State of New Jersey, is as follows:

Gilbert L. Drozdow, M.D.

c/o Inglesino, Pearlman, Wyciskala & Taylor, LLC

600 Parsippany Road, Suite 204

Parsippany, New Jersey 07064

ARTICLE VI – LIABILITY AND INDEMNIFICATION

The Corporation shall limit the personal liability of its directors and officers to the greatest extent possible permitted under the Professional Service Corporation Act of New Jersey, N.J.S.A. 14:7-8. Further, all corporate officers and directors shall be indemnified to the full extent permitted by law for the services rendered in their capacity as officers and directors only. Such indemnification may be funded through insurance or otherwise as authorized by under the Business Corporation Act of New Jersey, N.J.S.A. 14A:3-5.

Section 1 – indemnification. (A) Except as provided in Section 1(C) below, the Corporation shall, and does indemnify, to the fullest extent permitted or authorized by law, each person who was or is a party, or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Section includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated, or to be initiated, by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 30 days after receipt of notice of such Proceeding from the indemnified person.

 

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(C) Notwithstanding anything in this Agreement, the Corporation’s obligations under these indemnification provisions shall not apply to: (i) a medical malpractice claim or matter; (ii) acts or omissions in contravention of a director’s or officer’s written agreement with the Corporation including without limitation, failure to substantially abide by policies and procedures in the manner described in a director’s or officer’s written agreement with the Corporation; (iii) acts or omissions which are known, or should reasonably be known, to be unlawful by the director or officer and which were not the result of the Corporation’s direction or within the scope of service as a director or officer; and (iv) any act or omission occurring on or before December 31, 2012.

Section 2 – Advance of Costs, Charges and Expenses. Except if the Corporation shall determine in its reasonable discretion that a matter or claim for which indemnification is being sought is not indemnifiable under the terms of the indemnification obligations described in this Article, costs, charges and, expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted by law in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced, unless it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article. Notwithstanding the immediately preceding sentence, in connection with a Proceeding (or any part of a Proceeding) initiated by that person, the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 30 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges. and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 – Procedure for Indemnification; Conduct or Defense and Counsel. Any indemnification or advance under this Article

 

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shall be made promptly and, in any event, within 60 days after delivery of the written request of the director or officer. The right to indemnification or advances as granted by this Article shall be enforceable by the director or officer in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with: successfully establishing his right, to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in any action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current legislation or by current judicial or administrative decisions for indemnification. The Corporation shall have the continuing right to approval any counsel chosen to defend the indemnitee, which approval shall not be unreasonably withheld and any settlement of the matter being Indemnified by the Corporation shall require the Corporation’s prior written approval, which shall not be unreasonably withheld. If the Corporation and the indemnitee are part of the same Proceeding, then to the extent that the applicable rules of professional responsibilities permit the Corporation and the indemnitee to be represented by the same legal counsel, as the Corporation shall reasonably determine, then the Corporation shall choose counsel and direct the defense and settlement of any such Proceeding, provided that any settlement fully concludes the matter and forecloses any further liability for the indemnitee arising out of or relating to that Proceeding to the extent indemnification applies under this Article.

ARTICLE IX – OTHER PROVISIONS

The Corporation shall have all of the powers and privileges, and shall be subject to all of the limitations and restrictions; now or hereafter granted to or imposed on Corporations organized for the purpose of rendering the professional services hereinabove designated by the Professional Service Corporation Act of the State of New Jersey, and other applicable laws of the State of New Jersey.

Subject to any provisions adopted and included in the Bylaws of the Corporation by the Board of Directors or the shareholders of the Corporation or in an agreement among the shareholders of the Corporation, the estate of a deceased shareholder may continue to hold stock of the Corporation for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional services.

No shareholder of the Corporation may sell or transfer his shares in the Corporation except to the Corporation or to another individual who is a Doctor of Medicine duly licensed under the laws of the State of New Jersey, and such sale or transfer may be made only

 

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after the same shall have been approved as provided in the Bylaws of the Corporation or in any agreement among the shareholders. The Board of Directors or the shareholders of the Corporation shall have the power to adopt and include in the Bylaws of the Corporation or in an agreement among the shareholders additional restraints on the alienation of the shares of stock of the Corporation.

The Board of Directors or the shareholders of the Corporation shall have the power to adopt and include in the Bylaws of the Corporation or in an agreement among the shareholders provisions providing for the purchase or, redemption by the Corporation of its shares of stock; provided, however, that such provisions dealing with the purchase or redemption by the Corporation of its shares may not be invoked at a time or in a manner that would impair the capital of the Corporation.

The foregoing amendments to the Corporation’s Amended and Restated Certificate of Incorporation were authorized by the consent in writing of the sole Director and sole Shareholder of the Corporation who constitutes the only person entitled to vote on the said amendment to the Amended and Restated Certificate of incorporation.

This Amended and Restated Certificate of Incorporation of TRI-COUNTY PAIN MANAGEMENT, P.A., shall be effective as of January 2, 2013.

[Remainder of this page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned has executed this and Restated Certificate of Incorporation as of the date set forth below.

 

/s/ Gilbert L. Drozdow

Gilbert L. Drozdow, M.D.,

Sole Shareholder & Chairman

 

c/o Inglesino, Pearlman, Wyciskala & Taylor, LLC

600 Parsippany Road, Suite 204
Parsippany, New Jersey 07054

Dated this 31st day of December, 2012.

 

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EX-3.306 197 d805253dex3306.htm EX-3.306 EX-3.306

Exhibit 3.306

AMENDED AND RESTATED BY-LAWS

OF

TRI-COUNTY PAIN MANAGEMENT, P.A.

(Amended and Restated — Effective December 31, 2012)

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the professional corporation (the “Corporation”) for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors within or without the State of New Jersey.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board of Directors or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Certificate of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board of Directors, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors within or without the State of New Jersey.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right

and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the

 

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meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered. Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action.

Section 10 Qualification of Shareholders. Any shareholder of the Corporation must be duly licensed to practice medicine and related services in the State of New Jersey.

ARTICLE II

MEETINGS OF DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and hold a plenary license to practice medicine and surgery in the State of New Jersey.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least one (1) director but not more than two (2). The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director at all times.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy caused by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by a sole remaining director. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no directors in office for reason of death, resignation or other cause, any shareholder may call a special shareholders meeting for election of directors.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting within or without the State of New Jersey.

 

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Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Section 12 Waivers of Notice. Any notice required by these Bylaws, the Certificate of Incorporation, or by the New Jersey Business Corporation Act (the “Act”) may be waived by a writing signed by the person or persons entitled to such notice either before or after the time stated therein. Any director or shareholder attending a meeting without protesting, prior to its conclusion, a lack of notice shall be deemed to have waived notice of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President. Members of the Board of Directors (and any committee of the Board of Directors) may participate in a meeting of the Board of Directors (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 13 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board of Directors), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board of Directors) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board of Directors. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise. Such written consent or consents shall be filed with the minutes of the Corporation.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, a Secretary and a Treasurer and may have one or more Vice Presidents. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other

 

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instruments not in the regular course of business which are authorized, either generally or specifically, by the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of a corporation.

Any Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Any Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

The Secretary shall have custody of and maintain all of the corporate records including the corporate seal but except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

Section 3 Contracts.

(a) No contract or other transaction between the Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director personally and individually, may be a party to or may be interested in any contract or transaction of the Corporation, and no director shall be liable in any

 

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way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contact or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 4 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 5 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

 

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Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1. Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of New Jersey, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board of Directors reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of New Jersey law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating

 

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one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the State of New Jersey, Department of the Treasury, Division of Revenue.

(D) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least ten business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

 

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This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 180 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his

 

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reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 180 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the Corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director or officer. The right to indemnification or advances as granted by this Article shall be enforceable by the director or officer in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer or director and as to actions in another capacity while still an officer or director, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of New Jersey law or any other applicable laws shall not in any way diminish the rights to indemnification of any director or officer or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification.

Section 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Business Corporation Act of New Jersey, N.J.S.A. 14A:3-5.

 

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Section 6 Savings Clause. If this Section or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director or officer of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of TR1-COUNTY PAIN MANAGEMENT, P.A. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of December 31, 2012.

 

/s/ Gilbert Drozdow, Secretary

Gilbert Drozdow, Corporate Secretary

 

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EX-3.307 198 d805253dex3307.htm EX-3.307 EX-3.307

Exhibit 3.307

CHARTER

OF

AMSURG FINANCE, INC.

The undersigned, acting as the incorporator of a corporation under the Tennessee Business Corporation Act, adopts the following charter for such corporation.

1. The name of the Corporation is AmSurg Finance, Inc. (the “Corporation”).

2. The Corporation is for profit.

3. The street address and zip code of the Corporation’s principal office is:

20 Burton Hills Boulevard

Nashville, Tennessee 37215

Davidson County

4. (a) The name of the Corporation’s initial registered agent is Claire M. Gulmi.

(b) The street address of the Corporation’s initial registered office in Tennessee is:

20 Burton Hills Boulevard

Nashville, Tennessee 37215

Davidson County

5. The name and address of the incorporator is:

Brad L. Hart

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Davidson County

6. The aggregate number of shares of stock the Corporation is authorized to issue is one hundred (100) shares of common stock, no par value.

7. The shareholders of the Corporation shall not have preemptive rights.

8. To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Tennessee Business Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this Paragraph 8 by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

9. Any action required or permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time to be taken at a shareholder’s meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.

Dated: July 16, 2014.

 

/s/ Brad L. Hart

Brad L. Hart, Incorporator
 EX-3.308 199 d805253dex3308.htm EX-3.308 EX-3.308

Exhibit 3.308

BYLAWS

OF

AMSURG FINANCE, INC.

(the “Corporation”)

ARTICLE I.

OFFICES

The Corporation may have such offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II.

SHAREHOLDERS

 

  2.1 Annual Meeting.

An annual meeting of the shareholders of the Corporation shall be held on such date as may be determined by the Board of Directors. The business to be transacted at such meeting shall be the election of directors and such other business as shall be properly brought before the meeting.

 

  2.2 Special Meetings.

A special meeting of shareholders shall be held on call of the Board of Directors or if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation’s Secretary one (1) or more written demands for the meeting describing the purpose or purposes for which such special meeting is to be held. Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders’ meeting.

 

  2.3 Place of Meetings.

The Board of Directors may designate any place, either within or without the State of Tennessee, as the place of meeting for any annual meeting or for any special meeting. If no place is fixed by the Board of Directors, the meeting shall be held at the principal office of the Corporation.

  2.4 Notice of Meetings; Waiver.

(a) Notice. Notice of the date, time and place of each annual and special shareholders’ meeting and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is to be held, shall be given no fewer than ten (10) days nor more than two (2) months before the date of the meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(b) Waiver. A shareholder may waive any notice required by law, the Charter or these Bylaws before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, signed by the shareholder entitled to the notice and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting; and (2) waives objection to 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 when it is presented.

 

  2.5 Record Date.

The Board of Directors shall fix as the record date to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action, a date not more than seventy (70) days before the meeting or action requiring a determination of shareholders.

 

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A record date fixed for a shareholders’ meeting is effective for any adjournment of such meeting, unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting.

 

  2.6 Shareholders’ List.

After the record date for a meeting has been fixed, the Corporation shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders’ meeting. Such list will be arranged by voting group (and within each voting group by class or series of shares) and will show the address of and number of shares held by each shareholder. The shareholders’ list will be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his agent or attorney is entitled on written demand to inspect and, subject to the requirements of the Tennessee Business Corporation Act (the “Act”), to copy the list, during regular business hours and at his expense, during the period the list is available for inspection.

 

  2.7 Voting Groups; Quorum; Adjournment.

All shares entitled to vote and be counted together collectively on a matter at a meeting of shareholders shall be a “voting group.” Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise required by the Act or provided in the Charter, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, 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 that adjourned meeting.

 

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If a quorum of a voting group shall not be present or represented at any meeting, the shares entitled to vote thereat shall have power to adjourn the meeting to a different date, time or place without notice other than announcement at the meeting of the new time, date or place to which the meeting is adjourned. At any adjourned meeting at which a quorum of any voting group shall be present or represented, any business may be transacted by such voting group which might have been transacted at the meeting as originally called.

 

  2.8 Voting of Shares.

Unless otherwise provided by the Act or the Charter, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.

If a quorum exists, approval of an action on a matter (other than the election of directors) by a voting group entitled to vote thereon is received if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Charter or the Act requires a greater number of affirmative votes. Unless otherwise provided in the Charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

  2.9 Proxies.

A shareholder may vote his shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment either personally or by his attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

 

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  2.10 Acceptance of Shareholder Documents.

If the name signed on a shareholder document (a vote, consent, waiver or proxy appointment) corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept such shareholder document and give it effect as the act of the shareholder. If the name signed on such shareholder document does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept such shareholder document and to give it effect as the act of the shareholder if:

(i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(ii) the name signed purports to be that of a fiduciary representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to such shareholder document;

(iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the shareholder document;

(iv) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to such shareholder document; or

(v) two or more persons are the shareholder as co-owners or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners or fiduciaries and the person signing appears to be acting on behalf of all the co-owners or fiduciaries.

The Corporation is entitled to reject a shareholder document if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on such shareholder document or about the signatory’s authority to sign for the shareholder.

 

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  2.11 Action Without Meeting.

Action required or permitted by the Act to be taken at a shareholders’ meeting may be taken without a meeting. If all shareholders entitled to vote on the action consent to taking such action without a meeting, the affirmative vote of the number of shares that would be necessary to authorize or take such action at a meeting is the act of the shareholders.

The action must be evidenced by one (1) or more written consents describing the action taken, at least one of which is signed by each shareholder entitled to vote on the action in one (1) or more counterparts, indicating such signing shareholder’s vote or abstention on the action and delivered to the Corporation for inclusion in the minutes or for filing with the corporate records.

If the Act or the Charter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by consent of the voting shareholders, then the Corporation shall give its nonvoting shareholders written notice of the proposed action at least ten (10) days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

 

  2.12 Presiding Officer and Secretary.

Meetings of the shareholders shall be presided over by the President, or if the President is not present, by a chairman chosen by a majority of the shareholders entitled to vote at such meeting. The Secretary or, in his absence, an Assistant Secretary shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, a majority of the shareholders entitled to vote at such meeting shall choose any person present to act as secretary of the meeting.

 

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ARTICLE III.

DIRECTORS

 

  3.1 Powers and Duties.

All corporate powers shall be exercised by or under the authority of and the business and affairs of the Corporation managed under the direction of the Board of Directors.

 

  3.2 Number and Term.

(a) Number. The Board of Directors shall consist of no fewer than one (1) nor more than nine (9) members and shall initially consist of two (2) members. The exact number of directors, the range for the size of the Board, or whether the size of the Board shall be fixed or variable-range may be fixed, changed or determined from time to time by the Board of Directors.

(b) Term. Directors shall be elected at the first annual shareholders’ meeting and at each annual meeting thereafter. The terms of the initial directors shall expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election. Despite the expiration of a director’s term, he shall continue to serve until his successor is elected and qualified or until there is a decrease in the number of directors.

 

  3.3 Meetings; Notice.

The Board of Directors may hold regular and special meetings either within or without the State of Tennessee. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously 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.

(a) Regular Meetings. Unless the Charter otherwise provides, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.

 

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(b) Special Meetings. Special meetings of the Board of Directors may be called by the President or any director. Unless the Charter otherwise provides, special meetings must be preceded by at least twenty-four (24) hours’ notice of the date, time and place of the meeting but need not describe the purpose of such meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(c) Adjourned Meetings. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.

(d) Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the director and included in the minutes or filed with the corporate records. A director’s attendance at or participation in a meeting waives any required notice to him of such meeting unless the director at the beginning of the meeting (or promptly upon his arrival) 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.

 

  3.4 Quorum.

Unless the Charter requires a greater number, a quorum of the Board of Directors consists of a majority of the fixed number of directors if the Corporation has a fixed board size, a majority of the number of directors prescribed, or if no number is prescribed and the Corporation has a variable-range size board, the number in office immediately before the meeting begins.

 

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  3.5 Voting.

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the Charter or these Bylaws require the vote of a greater number of directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to such action unless:

(i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting;

(ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or

(iii) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

 

  3.6 Action Without Meeting.

Unless the Charter otherwise provides, any action required or permitted by the Act to be taken at a Board of Directors meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the Board of Directors. Such action must be evidenced by one or more written consents describing the action taken, at least one of which is signed by each director, indicating the director’s vote or abstention on the action, which consents shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date.

 

9

  3.7 Compensation.

Directors and members of any committee created by the Board of Directors shall be entitled to such reasonable compensation for their services as directors and members of such committee as shall be fixed from time to time by the Board, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or of any such committee meetings. Any director receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.

 

  3.8 Resignation.

A director may resign at any time by delivering written notice to the Board of Directors, President, or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

 

  3.9 Vacancies.

Unless the Charter otherwise provides, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from the removal of a director with or without cause, either the shareholders or the Board of Directors may fill such vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill such vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to vote to fill the vacancy.

 

  3.10 Removal of Directors.

(a) By Shareholders. The shareholders may remove one (1) or more directors, with or without cause, unless the Charter provides that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting

 

10

group may participate in the vote to remove him without cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(b) By Directors. If so provided by the Charter, any of the directors may be removed for cause by the affirmative vote of a majority of the entire Board of Directors.

(c) General. A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing him, and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.

ARTICLE IV.

COMMITTEES

Unless the Charter otherwise provides, the Board of Directors may create one (1) or more committees, each consisting of one (1) or more members. All members of committees of the Board of Directors which exercise powers of the Board of Directors must be members of the Board of Directors and serve at the pleasure of the Board of Directors.

The creation of a committee and appointment of a member or members to it must be approved by the greater of (i) a majority of all directors in office when the action is taken or (ii) the number of directors required by the Charter or these Bylaws to take action.

Unless otherwise provided in the Act, to the extent specified by the Board of Directors or in the Charter, each committee may exercise the authority of the Board of Directors. All such committees and their members shall be governed by the same statutory requirements regarding meetings, action without meetings, notice and waiver of notice, quorum and voting requirements as are applicable to the Board of Directors and its members.

 

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ARTICLE V.

OFFICERS

 

  5.1 Number.

The officers of the Corporation shall be a President, a Secretary and such other officers as may be from time to time appointed by the Board of Directors. One person may simultaneously hold more than one office, except the President may not simultaneously hold the office of Secretary.

 

  5.2 Appointment.

The principal officers shall be appointed annually by the Board of Directors at the first meeting of the Board following the annual meeting of the shareholders, or as soon thereafter as is conveniently possible. Each officer shall serve at the pleasure of the Board of Directors and until his successor shall have been appointed, or until his death, resignation or removal.

 

  5.3 Resignation and Removal.

An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

The Board of Directors may remove any officer at any time with or without cause, but such removal shall not prejudice the contract rights, if any, of the person so removed.

 

  5.4 Vacancies.

Any vacancy in an office for any cause may be filled for the unexpired portion of the term by the Board of Directors.

 

  5.5 Duties.

(a) President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the active management of the business of

 

12

the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

(b) Vice President. The Vice President or Vice Presidents (if any) shall be active executive officers of the Corporation, shall assist the President in the active management of the business of the Corporation, and shall perform such other duties as the Board of Directors may from time to time prescribe.

(c) Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and shall prepare and record all votes and all minutes of all such meetings in a book to be kept for that purpose; he shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors when required, and unless directed otherwise by the Board of Directors, shall keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence and the number of shares held by them respectively. The Secretary shall have the responsibility of authenticating records of the Corporation. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors.

(d) Treasurer. The Treasurer shall have the custody of the Corporation’s funds and securities, shall keep or cause to be kept full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited 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 disburse or cause to be disbursed the funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board, or whenever they may

 

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require it, an account of all of his transactions as Treasurer and the financial condition of the Corporation. He shall perform such other duties as may be incident to his office or as prescribed from time to time by the Board of Directors. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum and with one or more sureties 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.

(e) Other Officers. Other officers appointed by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them.

(f) Delegation of Duties. In case of the absence or disability of any officer of the Corporation or of any person authorized to act in his place, the Board of Directors may from time to time delegate the powers and duties of such officer to any officer, or any director, or any other person whom it may select, during such period of absence or disability.

 

  5.6 Indemnification, Advancement of Expenses and Insurance.

(a) Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to each director and officer of the Corporation, or any person who may have served at the request of the Corporation’s Board of Directors or President as a director or officer of another corporation (and, in either case, his heirs, executors and administrators), to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted. The Corporation may indemnify and advance expenses to any employee or agent of the Corporation who is not a director or officer (and his heirs, executors and administrators) to the same extent as to a director or officer, if the Board of Directors determines that to do so is in the best interests of the Corporation.

 

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(b) Non-Exclusivity of Rights. The indemnification and advancement of expenses provisions of subsection (a) of this Section 5.6 shall not be exclusive of any other right which any person (and his heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Charter, provision of these Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement or insurance, purchased by the Corporation or otherwise, both as to action in his official capacity and as to action in another capacity.

(c) Insurance. The Corporation may maintain insurance, at its own expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation’s Board of Directors or President as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any expense, liability or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or the Act.

ARTICLE VI.

SHARES OF STOCK

 

  6.1 Shares with or without Certificates.

The Board of Directors may authorize that some or all of the shares of any or all of the Corporation’s classes or series of stock be evidenced by a certificate or certificates of stock. The Board of Directors may also authorize the issue of some or all of the shares of any or all of the Corporation’s classes or series of stock without certificates. The rights and obligations of shareholders with the same class and/or series of stock shall be identical whether or not their shares are represented by certificates.

(a) Shares with Certificates. If the Board of Directors chooses to issue shares of stock evidenced by a certificate or certificates, each individual certificate shall include the following on its face: (i) the Corporation’s name, (ii) the fact that the Corporation is organized under the laws of the State of Tennessee, (iii) the name of the person to whom the certificate is issued, (iv) the number of shares represented thereby, (v) the class of shares and the designation of the series, if any, which the certificate represents, and (vi) such other information as applicable law may require or as may be lawful.

 

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If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations determined for each series (and the authority of the Board of Directors to determine variations for any future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate shall state on its front or back that the Corporation will furnish the shareholder this information in writing, without charge, upon request.

Each certificate of stock issued by the Corporation shall be signed (either manually or in facsimile) by the President or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

(b) Shares without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the Act, shall, within a reasonable time after the issue or transfer of shares without certificates, send the shareholder a written statement of the information required on certificates by Section 6.1(a) of these Bylaws and any other information required by the Act.

 

  6.2 Subscriptions for Shares.

Subscriptions for shares of the Corporation shall be valid only if they are in writing. Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the

 

16

time when they are made, shall be paid in full at such time, or in such installments and at such periods, as shall be determined by the Board of Directors. All calls for payment on subscriptions shall be uniform as to all shares of the same class or of the same series, unless the subscription agreement specifies otherwise.

 

  6.3 Transfers.

Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by (i) the holder of record thereof, (ii) by his legal representative, who, upon request of the Corporation, shall furnish proper evidence of authority to transfer, or (iii) his attorney, authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a duly appointed transfer agent. Such transfers shall be made only upon surrender, if applicable, of the certificate or certificates for such shares properly endorsed and with all taxes thereon paid.

 

  6.4 Lost, Destroyed or Stolen Certificates.

No certificate for shares of stock of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen except on production of evidence, satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of Directors so requires, upon the furnishing of an indemnity bond in such amount and with such terms and such surety as the Board of Directors may in its discretion require.

ARTICLE VII.

CORPORATE ACTIONS

 

  7.1 Contracts.

Unless otherwise required by the Board of Directors, the President or any Vice President shall execute contracts or other instruments on behalf of and in the name of the Corporation. The Board of Directors may from time to time authorize any other officer, assistant officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deem appropriate, and such authority may be general or confined to specific instances.

 

17

  7.2 Loans.

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the President or the Board of Directors. Such authority may be general or confined to specific instances.

 

  7.3 Checks, Drafts, Etc.

Unless otherwise required by the Board of Directors, all checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the President, a Vice President or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be general or confined to specific business, and, if so directed by the Board, the signatures of two or more such officers may be required.

 

  7.4 Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may authorize.

 

  7.5 Voting Securities Held by the Corporation.

Unless otherwise required by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend any meeting of security holders, or to take action on written consent as a security holder, of other corporations in which the Corporation may hold securities. In connection therewith, the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation possesses. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

 

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  7.6 Dividends.

The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on the Corporation’s outstanding shares of capital stock in the manner and upon the terms and conditions provided by applicable law. The record date for the determination of shareholders entitled to receive the payment of any dividend shall be determined by the Board of Directors, but which, in any event, shall not be less than ten (10) days prior to the date of such payment.

ARTICLE VIII.

FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Directors, and in the absence of such determination, shall be the calendar year.

ARTICLE IX.

CORPORATE SEAL

The Corporation shall not have a corporate seal.

ARTICLE X.

AMENDMENT OF BYLAWS

These Bylaws may be altered, amended, repealed or restated, and new Bylaws may be adopted, at any meeting of the shareholders by the affirmative vote of a majority of the shares represented at such meeting, or by the affirmative vote of a majority of the members of the Board of Directors who are present at any regular or special meeting.

ARTICLE XI.

NOTICE

Unless otherwise provided for in these Bylaws, any required notice shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Charter or these Bylaws. Notice may be communicated in person; by telephone,

 

19

telegraph, teletype or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in Tennessee may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

Written notice to shareholders, if in a comprehensible form, is effective when mailed, if mailed correctly addressed and with first class postage affixed thereon to the shareholder’s address shown in the Corporation’s current record of shareholders. Except as provided above, written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received, (b) five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner.

 

20

EX-3.309 200 d805253dex3309.htm EX-3.309 EX-3.309

Exhibit 3.309

ARTICLES OF ORGANIZATION

OF

SHI II, LLC

The undersigned, acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, Tennessee Code Annotated, Section 48-249-101 et seq. (the “Act”), hereby adopts the following Articles of Organization for such limited liability company:

ARTICLE I.

The name of the limited liability company is SHI II, LLC.

ARTICLE II.

The street address and zip code of the initial registered office of the limited liability company and the county in which the office is located is 20 Burton Hills Boulevard, Nashville, Davidson County, Tennessee 37215. The name of the limited liability company’s initial registered agent at its initial registered office is Claire M. Gulmi.

ARTICLE III.

The limited liability company shall be managed by a board of directors.

ARTICLE IV.

The street address and zip code of the principal executive office of the limited liability company and the county in which the principal executive office is located is 20 Burton Hills Boulevard, Nashville, Davidson County, Tennessee 37215.

ARTICLE V.

The members of the limited liability company and any other parties to any contribution agreement or contribution allowance agreement with the limited liability company shall not have preemptive rights.

ARTICLE VI.

Section 48-249-503(b)(2) of the Act shall not apply to the limited liability company.

ARTICLE VII.

The operating agreement of the limited liability company shall be in writing. The operating agreement shall be binding upon any person that becomes a member or a holder of financial or governance rights of the limited liability company, regardless of whether such person executes the operating agreement.

ARTICLE VIII.

To the fullest extent permitted by the Act, as in effect on the date hereof and as hereafter amended from time to time, a director shall not be liable to the limited liability company or its members for monetary damages for breach of fiduciary duty as a director. If the Act or any successor statute is amended after adoption of this provision to authorize limited liability company action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the Act, as so amended from time to time. Any repeal or modification of this Article VIII by the members of the limited liability company shall not adversely affect any right or protection of a director of the limited liability company existing at the time of such repeal or modification or with respect to events occurring prior to such time.

ARTICLE IX.

The limited liability company shall indemnify and advance expenses to any responsible person, officer, employee or agent made a party to a proceeding to the fullest extent permitted by the Act and applicable law, as in effect on the date hereof and as hereafter amended from time to time.

ARTICLE X.

At the time of filing these Articles of Organization, the limited liability company will have one member.

 

2

IN WITNESS WHEREOF, these Articles of Organization have been executed on this 16th day of July, 2014, by the undersigned organizer of the limited liability company.

 

/s/ J. James Jenkins, Jr.

J. James Jenkins, Jr., Organizer

 

3

EX-3.310 201 d805253dex3310.htm EX-3.310 EX-3.310

Exhibit 3.310

OPERATING AGREEMENT

OF

SHI II, LLC

A TENNESSEE LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT (the “Agreement”) is entered into as of the 16th day of July, 2014 by Arizona Merger Corporation, a Delaware corporation (the “Member”), who hereby forms SHI II, LLC (the “Company”), a Tennessee limited liability company, pursuant to the Tennessee Revised Limited Liability Company Act (the “Act”) upon the following terms and conditions:

ARTICLE I

NAME; REGISTERED AGENT AND ADDRESS; AND PLACE OF BUSINESS

The name of the Company is SHI II, LLC. The Company’s registered agent and the street address of such initial registered agent is as set forth in the Company’s Articles of Organization, as such may be amended from time to time. The principal office of the Company, and such additional offices as the Member may determine to establish, shall be located at such place or places inside or outside the State of Tennessee as the Member may designate from time to time.

ARTICLE II

PURPOSE, POWERS, AND TERM OF COMPANY

2.1 Purpose and Powers of the Company. The Company is organized for the purpose of proving personal transportation services and any other lawful activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company contemplated by this Agreement.

2.2 Term of the Company. The term of the Company shall commence on the date the Articles of Organization of the Company are filed with the Secretary of State of the State of Tennessee in accordance with the provisions of the Act and shall continue in perpetual existence unless and until dissolved and terminated pursuant to this Agreement.

2.3 Applicable Law. Regardless of the place where this Agreement may be executed by the Member, this Agreement, the rights and obligations of the Member, and any claims and disputes relating thereto, shall be subject to and governed by the Act and the other laws of the State of Tennessee as applied to agreements among Tennessee residents to be entered into and performed entirely within the State of Tennessee, and such laws shall govern the limited liability company aspects of this Agreement.

ARTICLE III

CAPITAL CONTRIBUTION

3.1 Capital Contribution by Member; Initial Issuance of Units. Upon the formation of the Company, the Member shall make a capital contribution to the capital of the Company in the amount of cash, or of the property in-kind, or both, set forth opposite such Member’s name on Schedule A attached hereto. The Company shall thereupon issue to the Member the limited liability company interest (expressed as a number and class of “Units”) so subscribed and contributed for.

3.2 No Interest; No Return of Capital. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement. Except as otherwise provided in this Agreement, the Member shall not have the right to withdraw, or to receive a return of, a capital contribution or any portion thereof.

3.3 Units Governed by Article 8 of the UCC. The Company hereby irrevocably elects that all Units in the Company shall be securities governed by Article 8 of the Uniform Commercial Code of Tennessee. Each certificate evidencing Units in the Company shall bear the following legend: “This certificate evidences an interest in SHI II, LLC and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

ARTICLE IV

TAX CHARACTERIZATION AND RETURNS

4.1 Tax Characterization. The Member acknowledges that at all times that two or more persons or entities hold equity interests in the Company for federal income tax purposes (i) it is the intention of the Company to be treated as a “partnership” for federal and all relevant state tax purposes and (ii) the Company will be treated as a “partnership” for federal and all relevant state tax purposes and shall make all available elections to be so treated. Until such time, however, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Articles of Organization and this Agreement are to be so construed so as to preserve that tax status under those circumstances.

4.2 Returns. In the event that the Company is treated as a partnership for tax purposes in accordance with Section 4.1 hereof, then within ninety (90) days after the end of each fiscal year, the Member will cause to be delivered to each person who was a member at any time during such fiscal year a Form K-1 and such other information, if any, with respect to the Company as may be necessary for the preparation of each member’s federal, state, or local income tax (or information) returns, including a statement showing each member’s share of income, gain or loss, and credits for the fiscal year.

 

2

ARTICLE V

MANAGEMENT OF THE COMPANY

5.1 In General. The Company shall be a “director-managed limited liability company” as such term is defined in the Act. The management of the Company shall be vested in its Board of Directors (the “Board”), who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company. Notwithstanding the foregoing, the day-to-day business and direction of the Company shall be conducted or exercised by the officers. The officers shall have the powers and duties which may be specified in this Agreement or designated by the Board, or which are necessary, advisable or convenient to the discharge of their duties described in this Agreement.

5.2 Voting of Units. A Unit is entitled to be voted only if it is owned by a Member and each such Unit shall be entitled to one vote. Neither an assignee nor a transferee may vote a Unit unless such assignee or transferee is a Member.

5.3 Officers. The duties and powers of the officers shall be as follows:

(a) President. The President shall be the chief executive officer of the Company, and, as such, shall be primarily responsible for the general management of the business of the Company and for implementing the policies and directives of the Board. The President shall have authority to make contracts on behalf of the Company in the ordinary course of the Company’s business, shall be responsible to effect all orders and resolutions of the Board, shall sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except as otherwise delegated or provided by law, shall perform such other duties as from time to time may be assigned by the Board.

(b) Vice-Presidents. The Company may have one or more Vice-President(s) who shall exercise the functions of the President during the absence or disability of the President and shall perform such other duties as may be assigned by the President or the Board, if any.

(c) Treasurer. The Treasurer, if any, shall be the chief financial officer of the Company, and, as such, shall have general supervision over the funds of the Company and the investment or deposit thereof, shall advise the officers and, if requested, the Board regarding the financial condition of the Company, and perform such other duties as may be assigned by the President or the Board, if any.

(d) Secretary. The Secretary shall attend all meetings of the Member and shall prepare minutes or records of proceeding of all such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required of all meetings of the Member, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if any.

 

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ARTICLE VI

TRANSFERS OF THE MEMBER’S UNITS

The Member may transfer to any person or persons, at any time and from time to time, any or all of its Units.

ARTICLE VII

AMENDMENT OF AGREEMENT

This Agreement may be amended only in a writing signed by the Member.

ARTICLE VIII

DISTRIBUTIONS

8.1 In General. At such time as the Board shall determine, the Board shall cause the Company to distribute any cash held by it which is neither reasonably necessary for the operation of the Company nor otherwise in violation of the Act.

8.2 Distributions Upon Dissolution. Upon the occurrence of an event set forth in Article IX hereof, the Member shall be entitled to receive, after paying or making reasonable provision for all of the Company’s creditors to the extent required by the Act, the remaining funds of the Company.

ARTICLE IX

DISSOLUTION

The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member(s), or (b) an event of dissolution of the Company under the Act; provided, however, that ninety (90) days following any event terminating the continued membership of the Member(s), if the personal representative of the Member(s) agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member(s), then the Company shall not be dissolved and its affairs shall not be wound up.

ARTICLE X

LIABILITY; INDEMNIFICATION

10.1 Liability. The Member shall have no liability for the obligations of the Company except to the extent required by the Act.

10.2 Indemnification. The Company shall indemnify every person (the “Indemnitee”) who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, manager, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any losses, damages or expenses actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding, except for liability (i) for any breach of the Indemnitee’s duty of loyalty to the Company or its Member, (ii) for acts or omissions not in good

 

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faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Indemnitee derived an improper personal benefit. The right to indemnification conferred in this Section includes the right of the Indemnitee to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition to the full extent permitted by the Act (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section or otherwise. Any repeal or modification of this Section will not adversely affect any right or protection of any individual existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

 

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IN WITNESS WHEREOF, the Member has executed and delivered this Agreement the day and year first above written.

 

ARIZONA MERGER CORPORATION
By:  

/s/ Claire M. Gulmi

Name:  

Claire M. Gulmi

Its:  

President

 

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SHI II, LLC

SCHEDULE A

 

Member’s Name and Address

    No. of Units      Cash Contributed or Fair Value
of Property Contributed		  

Arizona Merger Corporation
20 Burton Hills Boulevard, Suite 500
Nashville, TN 37215

      100       $ 100.00   
  

 

 

     

 

 

  

TOTAL

      100       $ 100.00   
  

 

 

     

 

 

  

 

7

EX-3.311 202 d805253dex3311.htm EX-3.311 EX-3.311

Exhibit 3.311

ARTICLES OF INCORPORATION

OF

FO INVESTMENTS III, INC.

ARTICLE I - NAME

The name of this corporation is FO INVESTMENTS III, INC. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 515 East Park Avenue, Tallahassee, FL 32301.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT

AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 515 East Park Avenue, Tallahassee, FL 32301; and the name of the initial registered agent of this Corporation at that address is NRAI Services, Inc.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have one (1) initial director. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be less than one (1). The name and address of the initial director of this Corporation is:

Mark Walter

c/o NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Mark Walter

c/o NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 14th day of February, 2012.

 

By:  

/s/ Mark Walter

  Mark Walter, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That FO INVESTMENTS III, INC. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named NRAI Services, Inc. as its agent to accept service of process within this state.

NRAI Services, Inc.

515 East Park Avenue

Tallahassee, FL 32301

ACKNOWLEDGMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, NRAI Services, Inc. hereby agrees to act in this capacity, and further agrees to comply with the provisions of all statutes relative so the proper and complete performance of its duties, and accepts the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 14th day of February, 2012.

 

NRAI SERVICES, INC.
By:  

/s/ Peter F. Souza

Name:  

Peter F. Souza

Title:  

Assistant Secretary

 EX-3.312 203 d805253dex3312.htm EX-3.312 EX-3.312

Exhibit 3.312

BY-LAWS

OF

FO INVESTMENTS III, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to

the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have at least two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (1) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

The Secretary shall have custody of and maintain all of the corporate. records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section 1(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

ARTICLE VII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section 1(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it

is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances

because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section 1 of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section 1 of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE VIII

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE IX

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of FO INVESTMENTS III, INC. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of February 15, 2012.

 

/s/ Jullian Marcus, Corporate Secretary

Jullian Marcus, Corporate Secretary

Amendment to Bylaws

Effective October 11, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-3.313 204 d805253dex3313.htm EX-3.313 EX-3.313

Exhibit 3.313

ARTICLES OF INCORPORATION

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ARIZONA, INC.

ARTICLE I - NAME

The name of this corporation is Sheridan Children’s Healthcare Services of Arizona, Inc. (the “Corporation”).

ARTICLE II - TERM

The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Florida law.

ARTICLE III - PURPOSE

The Corporation is organized for the purpose of transacting any or all lawful business for corporations organized under The Florida Business Corporation Act of the State of Florida.

ARTICLE IV - PRINCIPAL OFFICE ADDRESS

The mailing and street address of the principal office of this Corporation, unless and until relocated, is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE VI - REGISTERED AGENT AND REGISTERED OFFICE

The mailing and street address of the initial registered office of this Corporation is 1613 North Harrison Parkway, Suite 200, Sunrise, Florida 33323; and the name of the initial registered agent of this Corporation at that address is Jillian Marcus.

ARTICLE VII - INITIAL BOARD OF DIRECTORS

The Corporation shall have two (2) initial directors. The number of directors may be either increased or decreased from time to time as provided in the Corporation’s Bylaws, but shall never be fewer than one (1). The names and addresses of the initial directors of this Corporation are:

 

Claire Gulmi    Robert Coward
1613 North Harrison Parkway    1613 North Harrison Parkway
Suite 200    Suite 200
Sunrise, FL 33323    Sunrise, FL 33323

ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

Jillian Marcus

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 24th day of September, 2014.

 

/s/ Jillian Marcus

Jillian Marcus, Incorporator

CERTIFICATE DESIGNATING THE ADDRESS

AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

W I T N E S S E T H:

That Sheridan Children’s Healthcare Services of Arizona, Inc. (the “Corporation”), desiring to organize under the laws of the State of Florida, has named Jillian Marcus as its agent to accept service of process within this state.

Sheridan Children’s Healthcare Services of Arizona, Inc.

1613 North Harrison Parkway

Suite 200

Sunrise, FL 33323

ACKNOWLEDGEMENT:

Having been named to accept service of process for the Corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and, further, I agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I accept the duties and obligations of Section 607.0505, Florida Statutes.

Dated this 24th day of September, 2014.

 

/s/ Jillian Marcus

Jillian Marcus, Registered Agent
 EX-3.314 205 d805253dex3314.htm EX-3.314 EX-3.314

Exhibit 3.314

BY-LAWS

OF

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ARIZONA, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for all other business as may properly come before the meeting shall be held at the time and place designated by the Board of Directors.

Section 2 Special Meeting. Special meetings of the shareholders shall be held when directed by the President or the Chairman of the Board or when requested in writing by shareholders holding at least ten (10) percent of the Corporation’s stock having the right and entitled to vote at that meeting, unless a greater percentage not to exceed fifty (50) percent is required by the Articles of Incorporation. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Chairman of the Board, or shareholders requesting the calling of the meeting designate another person to do so. Only business within the purposes described in the notice required in Section 4 of this Article may be conducted at a special shareholders’ meeting.

Section 3 Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at any other place as is designated by the Board of Directors.

Section 4 Notice. A written notice of each meeting of shareholders, signed by the Secretary or the person authorized to call the meeting, shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. The record date for

 

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determining shareholders entitled to vote at the meeting will be a date fixed by the Board of Directors. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting before, at or after the meeting.

Section 5 Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting from time to time and place to place without further notice until a quorum is obtained.

Section 6 Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The books of record of shareholders shall be produced at a shareholders’ meeting upon the request of any shareholder.

Section 7 Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment of a meeting may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation’s Secretary or other officer or agent authorized to tabulate votes. If a proxy designates two or more persons to act as proxies, a majority of these persons present at the meeting, or if only one is present, that one, has all of the powers conferred by the instrument upon all the persons designated unless the instrument otherwise provides. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.

 

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Section 8 Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.

Section 9 Conduct of Business Without Meeting by Shareholders.

Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the Corporation’s principal place of business, Secretary, or other officer or agent of the Corporation having custody of the Corporation’s books within 60 days after the date that the earliest written consent was delivered.

Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the Florida Business Corporation Act.

ARTICLE II

DIRECTORS

Section 1 Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Directors must be natural persons who are at least 18 years of age and residents of Florida.

 

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Section 2 Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in that capacity without compensation.

Section 3 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4 Number. The Corporation shall have two (2) directors. The number of directors may be increased or decreased from time to time by the Board of Directors, provided that the Corporation must have at least one (I) director.

Section 5 Election and Term. Each person elected as a member of the initial Board of Directors and the person elected as Chairman of the Board of Directors (the “Chairman”) shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office of death. At each annual meeting of shareholders, the shareholders shall elect directors and a Chairman to hold office until the next annual meeting or removal from office pursuant to Section 7 of this Article, or until their earlier resignation or death. The Chairman shall preside at all meetings of directors and of shareholders. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 6 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the

 

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affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7 Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which must have at least two members and, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as provided by law.

Section 10 Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting.

Section 11 Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

 

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Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting, objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman, any two directors or the President.

Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting.

 

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Section 12 Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors (or a committee of the Board), and any action which may be taken at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if a consent in writing, setting forth the action to be taken and signed by all of the directors (or members of the committee), is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

ARTICLE III

OFFICERS

Section 1 Officers. The Corporation shall have a President, one or more Vice Presidents, a Secretary and a Treasurer. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each person elected as an officer shall serve in that capacity until his successor is chosen by the directors at a regular or special meeting of the directors or until removed pursuant to Section 4 of this Article. All other officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Section 2 Duties. The officers of this Corporation shall have the following duties:

The President shall preside at meetings of the Board of Directors. The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation subject to the direction of the Board of Directors.

Each Vice President shall exercise the powers and perform the functions that are from time to time assigned to him by the President or the Board of Directors. Each Vice President shall have the powers and shall exercise the duties of the President when specifically directed by the Board of Directors.

 

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The Secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings and perform other duties prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of shareholders and when required by the Board of Directors or the President, and shall perform other duties prescribed by the Board of Directors or the President.

Section 3 Absence or Incapacity of Officer. If an officer is absent or unable to act, the Board of Directors may delegate his powers for the time being to any other officer or person it selects.

Section 4 Resignation and Removal of Officer. An officer may resign at any time by delivering notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date.

The Board of Directors may remove any officer at any time, with or without cause. Any officer, if appointed by another officer, may be removed by that officer.

Section 5 Salaries. The Board of Directors may enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation.

Section 6 Bank Accounts. The Board of Directors shall designate the signatories on the Corporation’s checking accounts. The Corporation shall only have accounts with financial institutions as determined by the Board of Directors.

 

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ARTICLE IV

STOCK CERTIFICATES

Section 1 Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary.

Section 2 Form. The rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 3 Registered Shareholders. No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

Section 4 Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

Section 5 Lost, Stolen or Destroyed Certificates. If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires.

 

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ARTICLE V

DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause: (i) the Corporation to be unable to pay its debts as they become due in the usual course of business; or, (ii) the Corporation’s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of Florida Law.

ARTICLE VI

CORPORATE RECORDS; SHAREHOLDERS’

INSPECTION RIGHTS; FINANCIAL INFORMATION

Section 1 Corporate Records.

(A) The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation.

(B) The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(C) The Corporation shall keep a copy of: its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or

 

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more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders’ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State.

(D) The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Section 2 Shareholders’ Inspection Rights. A shareholder is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the corporate records described in Section l(C) of this Article if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy the records.

A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder gives the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy, provided that: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder describes with reasonable particularity the purpose and the records he desires to inspect; and, (c) the records are directly connected with the following: (i) excerpts from minutes of any meeting of the Board of Directors or records of any action of a committee of the Board of Directors while acting in place of the Board on behalf of the Corporation; (ii) accounting records; (iii) the record of shareholders; and, (iv) any other books and records of the Corporation.

 

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This Section 2 does not affect the right of a shareholder to inspect and copy the shareholders’ list described in Section 4 of Article I, if the shareholder is in litigation with the Corporation to the same extent as any other litigant or the power of a court to compel the production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3 Financial Statements for Shareholders. Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records stating his

 

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reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within any additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements.

Section 4 Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying and status threatened the persons paid, the amounts paid, and the nature at the time of that payment of the litigation or litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.

 

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ARTICLE VIII

INDEMNIFICATION

Section 1 Indemnification.

(A) The Corporation shall, and does hereby, indemnify, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to any legislation or decision), each person (including the heirs, executors, administrators and estate of the person) who was or is a party, or is threatened to be made a party, or was or is a witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and any appeal from any completed action, suit or proceeding (collectively, a “Proceeding”), against all liability (which for purposes of this Article includes all judgments, settlements, penalties and fines) and costs, charges, and expenses (including attorneys’ fees, costs and expenses) asserted against him or incurred by him by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan).

(B) Notwithstanding the foregoing, except with respect to the indemnification specified in Section 3 of this Article, the Corporation shall indemnify a person entitled to indemnification under subsection (A) above in connection with a Proceeding (or any part of a Proceeding) initiated by an indemnified person only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of notice of a Proceeding from the indemnified person.

 

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Section 2 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees, costs and expenses) incurred by a person referred to in Section l(A) of this Article in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to the legislation or decisions) in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board of Directors (the “Undertaking”) by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized in this Article; provided that, in connection with a Proceeding (or any part of a Proceeding) initiated by that person (except a Proceeding authorized by Section 3 of this Article), the Corporation shall pay the costs, charges and expenses in advance of the final disposition of the Proceeding only if authorization for the Proceeding (or any part of a Proceeding) was not denied by the Board of Directors of the Corporation within 60 days after receipt of a request for advancement accompanied by an Undertaking. A person to whom costs, charges and expenses are advanced pursuant to this Article shall not be obligated to repay pursuant to the Undertaking until the final determination of: (a) the pending Proceeding in a court of competent jurisdiction concerning the right of that person to be indemnified; or, (b) the obligation of the person to repay pursuant to the Undertaking. The Board of Directors may, upon approval of the indemnified person, authorize the Corporation’s counsel to represent the person in any action, suit or proceeding, whether or not the Corporation is a party to that action, suit or proceeding.

 

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Section 3 Procedure For Indemnification. Any indemnification or advance under this Article shall be made promptly, and in any event within 60 days after delivery of the written request of the director, officer or employee. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or employee in any court of competent jurisdiction if the Corporation denies the request under this Article in whole or in part, or if no disposition of the request is made within the 60-day period after delivery of the request. The requesting person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part in any action shall also be indemnified by the Corporation. There shall be a defense available to the Corporation to assert in action that indemnification is prohibited by law or that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of future legislation or decision, only to the extent that the legislation does not impose a more stringent standard of conduct than permitted prior to the legislation or decisions). The burden of proving this defense shall be on the Corporation. Neither: (a) the failure of the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its shareholders) to have made a determination (prior to the commencement of the action) that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any; nor, (b) the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee of it, its independent legal counsel and its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 4 Survival of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may now or hereafter be entitled under any statute, agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in the person’s capacity as an officer, director or employee and as to actions in another capacity while still an officer, director or employee, and shall continue as to a person who has ceased to be a director or officer or employee and shall inure to the benefit of the estate, heirs, beneficiaries, executors and administrators of that person. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer and employee of the Corporation described in Section I of this Article who serves or served in that capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Florida Business Corporation Act or any other applicable laws shall not in any way diminish the rights to indemnification of any director, officer or employee or the obligations of the Corporation arising under this Article for claims relating to matters occurring prior to the repeal or modification. The Board of Directors of the Corporation shall have the authority, by resolution, to provide for indemnification of employees or agents of the Corporation and for any other indemnification of the directors, officers and employees of the Corporation, as it deems appropriate.

Section 5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), against any liability asserted against him and incurred by him in that capacity or arising

 

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out of his status in that capacity, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article or the applicable provisions of the Florida General Corporation Act.

Section 6 Savings Clause. If this Article or any portion is invalidated or held to be unenforceable on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director, officer and employee of the Corporation described in Section I of this Article to the fullest extent permitted by all applicable portions of this Article that have not been invalidated or adjudicated unenforceable, and as permitted by applicable law.

ARTICLE IX

AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the Board of Directors or shareholders.

ARTICLE X

SEAL

The corporate seal shall be circular in form and include the name of the Corporation.

I HEREBY CERTIFY that the foregoing Bylaws of Sheridan Children’s Healthcare Services of Arizona, Inc. are the Bylaws duly adopted by all of the directors of the Corporation pursuant to a written consent to organizational action dated as of September 24, 2014.

 

/s/ Jillian Marcus

Jillian Marcus, Corporate Secretary

 

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Amendment to Bylaws

Effective September 24, 2014

The following amendment to the Bylaws was duly adopted pursuant to an action taken by the sole stockholder of the Company:

“Notwithstanding any Bylaw provision to the contrary, there shall be no Florida residency requirement to serve on the Board of Directors.”

EX-5.1 206 d805253dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

 

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December 23, 2014

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, TN 37215

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as New York counsel to AmSurg Corp. (the “Company”) and affiliates of the Company solely for the purpose of providing the opinions set forth in this letter and for no other purpose (including, but not limited to, providing any legal or other advice) in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended, (the “Securities Act”) of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes Due 2022 (collectively the “Exchange Notes”) that are to be subject to Notations of Guarantee by the subsidiaries of the Company listed on Exhibit A attached to this letter (collectively the “Existing Guarantors”) and by the subsidiaries of the Company listed on Exhibit B attached to this letter (collectively the “Additional Guarantors”) (the Existing Guarantors and Additional Guarantors being collectively the “Guarantors”) (collectively the “Exchange Notes Guarantees”), are to be issued pursuant to an Indenture, dated as of July 16, 2014, between AmSurg Escrow Corp., a predecessor in interest by merger to the Company, (the “Escrow Corp.”) and U.S. Bank National Association, as trustee, (the “Trustee”), as supplemented by (1) a First Supplemental Indenture, dated as of July 16, 2014, between the Company and the Trustee, (2) a Supplemental Indenture, dated as of July 16, 2014, among the Company, the Guarantors and the Trustee, (3) a Supplemental Indenture, dated as of October 8, 2014, among the Company, AmSurg Finance, Inc., SHI II, LLC and the Trustee, (4) a Supplemental Indenture, dated as of November 18, 2014, among the Company, FO Investments III, Inc. and the Trustee and (5) a Supplemental Indenture, dated as of December 10, 2014, among the Company, Sheridan Children’s Healthcare Services of Arizona, Inc. and the Trustee (collectively the “Indenture”) and are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% Senior Notes Due 2022 (the “Exchange Offer”) in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, among Escrow Corp., the Company, the Existing Guarantors and Citigroup Global Markets Inc., acting on behalf of itself and as the representative of various initial purchasers, (“Citigroup”) and (1) a Registration Rights Joinder, dated July 16, 2014, from the Additional Guarantors to Citigroup, (2) a Registration Rights Joinder, dated December 19, 2014, from AmSurg Finance, Inc. and SHI II, LLC to Citigroup, (3) a Registration Rights Joinder, dated December 19, 2014, from FO Investments III, Inc. to Citigroup and (4) a Registration Rights Joinder, dated December 19, 2014, from Sheridan Children’s Healthcare Services of Arizona, Inc. to Citigroup (collectively the “Registration Rights Agreement”).

 

The Guaranty Building  Ÿ  140 Pearl Street  •  Suite 100  •  Buffalo, New York 14202-4040  •  telephone 716.856.4000  •  facsimile 716.849.0349

Albany  •  Buffalo  •  New York  •  Palm Beach  •  Saratoga Springs  •  Toronto  •  www.hodgsonruss.com

AmSurg Corp.

December 23, 2014

Page 2

   LOGO

 

The opinions set forth in this letter are subject to the following qualifications:

1. The opinions set forth in this letter are based solely upon (a) our review of, as submitted to us, (i) executed copies of the Registration Rights Agreement and the Indenture and (ii) forms of the Exchange Notes and the Exchange Notes Guarantees (collectively the “Reviewed Documents”) and (b) our review of law of the State of New York that a lawyer admitted to practice in the State of New York, exercising customary professional diligence, would normally be expected to recognize as being applicable to the transactions contemplated by the Reviewed Documents (collectively “New York Law”). Other than our review of the Reviewed Documents, we have not reviewed any document referred to in any of the Reviewed Documents or made any inquiry or other investigation as to any factual matter (including, but not limited to, (a) any review of any of the files and other records of the Company, any affiliate of the Company or any court or other governmental authority, (b) any review of any of our files and other records, (c) any inquiry of any director, officer, member, manager, general partner, limited partner, employee or other agent of the Company or any affiliate of the Company or (d) any inquiry of any past or present attorney of ours).

2. We do not express any opinion concerning any law other than New York Law.

3. We have assumed without any inquiry or other investigation, (a) the legal capacity of each natural person, (b) the genuineness of each signature on any of the Reviewed Documents, the authenticity, accuracy and completeness of each of the Reviewed Documents and the conformity of each of the Reviewed Documents to the copy or form thereof submitted to us, (c) the accuracy on the date of this letter as well as on the date made of each statement as to any factual matter contained in any of the Reviewed Documents and (d) there not existing outside of the Reviewed Documents and New York Law anything that would render incorrect any opinion set forth in this letter.

4. This letter is given without regard to any change after the date of this letter with respect to any factual or legal matter, and we disclaim any obligation to notify you concerning any such change or any effect of any such change on any opinion set forth in this letter.

Subject to the qualifications set forth in this letter, it is our opinion that:

1. Assuming that the Indenture has been duly and validly authorized, executed and delivered by each party thereto (including, but not limited to, the Company and the Guarantors), the Indenture is a valid and binding obligation of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

AmSurg Corp.

December 23, 2014

Page 3

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2. Assuming that the Indenture and the Registration Rights Agreement have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and that the Exchange Notes have been duly and validly authorized by the Company for issuance by the Company pursuant to the Indenture, the Registration Rights Agreement and the Exchange Offer, when duly and validly executed and delivered by the Company and duly and validly authenticated by the Trustee in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

3. Assuming that the Indenture and the Registration Rights Agreement have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and that the Exchange Notes Guarantees have been duly and validly authorized and executed by the Guarantors, when the Exchange Notes have been duly and validly executed by the Company and duly and validly authenticated by the Trustee in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes Guarantees will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

We consent to the filing of this letter with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not admit that we are in the category of persons whose consent to such filing and use is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
HODGSON RUSS LLP
/s/ Hodgson Russ LLP

Exhibit A

Existing Guarantors

AmSurg Holdings, Inc.

AmSurg Anesthesia Management Services, LLC

AmSurg EC Topeka, Inc.

AmSurg EC St. Thomas, Inc.

AmSurg EC Beaumont, Inc.

AmSurg KEC, Inc.

AmSurg EC Santa Fe, Inc.

AmSurg EC Washington, Inc.

AmSurg Torrance, Inc.

AmSurg Abilene, Inc.

AmSurg Suncoast, Inc.

AmSurg La Jolla, Inc.

AmSurg Hillmont, Inc.

AmSurg Palmetto, Inc.

AmSurg Northwest Florida, Inc.

AmSurg Ocala, Inc.

AmSurg Maryville, Inc.

AmSurg Burbank, Inc.

AmSurg Melbourne, Inc.

AmSurg El Paso, Inc.

AmSurg Crystal River, Inc.

AmSurg Abilene Eye, Inc.

AmSurg Inglewood, Inc.

AmSurg Glendale, Inc.

AmSurg San Antonio TX, Inc.

AmSurg San Luis Obispo CA, Inc.

AmSurg Temecula CA, Inc.

AmSurg Escondido CA, Inc.

AmSurg Scranton PA, Inc.

AmSurg Arcadia CA Inc.

AmSurg Main Line PA, Inc.

AmSurg Oakland CA, Inc.

AmSurg Lancaster PA, Inc.

AmSurg Pottsville PA, Inc.

AmSurg Glendora CA, Inc.

AmSurg Kissimmee FL, Inc.

AmSurg Altamonte Springs FL, Inc.

NSC RBO East, LLC

Long Beach NSC, LLC

Torrance NSC, LLC

Davis NSC, LLC

Fullerton NSC, LLC

San Antonio NSC, LLC

Austin NSC, LLC

Twin Falls NSC, LLC

Kenwood NSC, LLC

Towson NSC, LLC

Wilton NSC, LLC

NSC West Palm, LLC

Tampa Bay NSC, LLC

Coral Springs NSC, LLC

Weston NSC, LLC

AmSurg Fresno CA, Inc.

AmSurg Colton CA, Inc.

AmSurg Fresno Endoscopy, Inc.

AmSurg Temecula II, Inc.

Austin NSC, L.P.

Exhibit B

Additional Guarantors

All Women’s Healthcare Holdings, Inc.

All Women’s Healthcare, Inc.

All Women’s Healthcare of Dade, Inc.

All Women’s Healthcare of Sawgrass, Inc.

All Women’s Healthcare of West Broward, Inc.

All Women’s Healthcare Services, Inc.

Anesthesiologists of Greater Orlando, Inc.

Anesthesiology Associates of Tallahassee, Inc.

Bethesda Anesthesia Associates, Inc.

Boca Anesthesia Service, Inc.

Discovery Clinical Research, Inc.

Drs. Ellis, Rojas, Ross & Debs, Inc.

Flamingo Anesthesia Associates, Inc.

FM Healthcare Services, Inc.

FO Investments, Inc.

FO Investments II, Inc.

FMO Healthcare Holdings, Inc.

Global Surgical Partners, Inc.

Greater Florida Anesthesiologists, LLC

Gynecologic Oncology Associates, Inc.

Jacksonville Beaches Anesthesia Associates, Inc.

Jupiter Anesthesia Associates, L.L.C.

Jupiter Healthcare, LLC

New Generations Babee Bag, Inc.

North Florida Perinatal Associates, Inc.

Parity Healthcare, Inc.

Partners in Medical Billing, Inc.

Physician Office Partners, Inc.

Sheridan Anesthesia Services of Alabama, Inc.

Sheridan Anesthesia Services of Louisiana, Inc.

Sheridan Anesthesia Services of Oklahoma, Inc.

Sheridan Anesthesia Services of Virginia, Inc.

Sheridan Children’s Healthcare Services, Inc.

Sheridan Children’s Healthcare Services of Louisiana, Inc.

Sheridan Children’s Healthcare Services of New Mexico, Inc.

Sheridan Children’s Healthcare Services of Virginia, Inc.

Sheridan Clinical Research, Inc.

Sheridan Emergency Physician Services, Inc.

Sheridan Emergency Physician Services of North Missouri, Inc.

Sheridan Emergency Physician Services of Missouri, Inc.

Sheridan Emergency Physician Services of South Florida, Inc.

Sheridan Healthcare, Inc.

Sheridan Healthcare of Louisiana, Inc.

Sheridan Healthcare of Missouri, Inc.

Sheridan Healthcare of Vermont, Inc.

Sheridan Healthcare of Virginia, Inc.

Sheridan Healthcare of West Virginia, Inc.

Sheridan Healthcorp, Inc.

Sheridan Healthcorp of California, Inc.

Sheridan Healthy Hearing Services, Inc.

Sheridan Holdings, Inc.

Sheridan InvestCo, LLC

Sheridan Radiology Services, Inc.

Southeast Perinatal Associates, Inc.

Sunbeam Asset LLC

Tennessee Valley Neonatology, Inc.

Tiva Healthcare, Inc.

Sunbeam Intermediate Holdings, Inc.

Sunbeam Primary Holdings, Inc.

Anesthesia and Pain Management Services of California, Inc.

Anesthesiology of Jupiter, P.A.

Comprehensive Pain Medicine, Inc.

Comprehensive Teleradiology Solutions, Inc.

Coral Anesthesia Associates, Inc.

Florida United Radiology, L.C.

New Jersey Healthcare Specialists, P.C.

ICS Radiology, Inc.

Interventional Rehabilitation of South Florida, Inc.

Jupiter Imaging Associates, Inc.

Medical Anesthesia Consultants Medical Group, Inc.

North Texas Perinatal Associates, P.A.

Pain Physicians of Central Florida, P.A.

Sheridan Acquisition Associates, P.A.

Sheridan Acquisition Associates II, P.A.

Sheridan Anesthesia Services of Maryland, P.C.

Sheridan Anesthesia Services of Minnesota, P.C.

Sheridan Children’s Healthcare Services of Colorado, P.C.

Sheridan Children’s Healthcare Services of New Jersey, P.C.

Sheridan Children’s Healthcare Services of North Carolina, P.A.

Sheridan Children’s Healthcare Services of South Carolina, P.A.

Sheridan Children’s Healthcare Services of Tennessee, P.C.

Sheridan Critical Care Services, P.A.

Sheridan Emergency Physician Services of Georgia, LLC

Sheridan Emergency Physician Services of South Carolina, P.A.

Sheridan Emergency Physician Services of South Dade, Inc.

Sheridan Healthcare of Arkansas, P.A.

Sheridan Healthcare of Connecticut, P.C.

Sheridan Healthcare of Massachusetts, P.C.

Sheridan Healthcare of North Texas, P.A.

Sheridan Healthcare of Texas, P.A.

Sheridan Radiology Services of Central Florida, Inc.

Sheridan Radiology Services of Kentucky, Inc.

Sheridan Radiology Services of Pinellas, Inc.

Sheridan Radiology Services of South Florida, Inc.

Tri-County Pain Management, P.A.

EX-5.2 207 d805253dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

 

  

KUTAK ROCK LLP

 

SUITE 200

THE BREWER BUILDING

234 EAST MILLSAP ROAD

 

FAYETTEVILLE, AAKANSAS 72703-4099

 

479-973-4200

FACSIMILE 479-973-0007

 

WWW.KUTAKROCK.COM

   

ATLANTA

CHICAGO

DENVER

IRVINE

KANSAS CITY

LITTLE ROCK

LOS ANGELES

MINNEAPOLIS

OKLAHOMA CITY

OMAHA

PHILADELPHIA

RICHMOND

SCOTTSDALE

SPOKANE

WASHINGTON

WICHITA

   December 23, 2014   

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

 

  Re: Arkansas Guarantor – currently outstanding 5.625% senior notes due 2022 and 5.625% senior notes due 2022 to be issued by AmSurg Corp. pursuant to the Indenture defined below

Ladies and Gentlemen:

We have acted as special Arkansas counsel to AmSurg Corp. (the “Company”) and the State Guarantor (as defined below), such State Guarantor being organized and existing under the laws of the State of Arkansas, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Arkansas entity set forth on Schedule I attached hereto (the subsidiary guarantor set forth on Schedule I attached hereto being referred to herein as the “State Guarantor”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of October 8, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of November 18, 2014, by and among the Company, the guarantors party thereto and the Trustee, and as supplemented further by the Supplemental Indenture, dated as of December 10, 2014, by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 2

 

“State Law” means the laws of the State of Arkansas that an Arkansas lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the State Guarantor; provided that “State Law” does not include any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. We have not examined, and we do not opine, as to the law of any other jurisdiction, whether applicable directly or through State Law. We are not rendering any opinion as to the effect or applicability of any statute, rule, regulation, ordinance, decree or decisional law relating to antitrust, banking, land use, environmental, pension, employee benefit, tax, fraudulent conveyance or transfer, usury, laws governing the legality of investments for regulated entities, regulations T, U or X of the Board of Governors of the Federal Reserve System or any laws, rules, regulations, or administrative decisions of any political subdivision of any state including any county, city, municipality, town or special subdivision, or any applicable telecommunications or other trade-specific regulatory laws. Furthermore, we express no opinion with respect to: compliance with the Securities Act, antifraud laws, or any other law, rules or regulations relating to securities or the offer and sale thereof; compliance with fiduciary duties by the Company’s or State Guarantor’s board of directors or other governing bodies; compliance with safe harbors for disinterested board of director or other governing body approvals; compliance with state securities or blue sky laws; and compliance with the Investment Company Act of 1940 or the Trust Indenture Act of 1939. Our opinions herein are limited to the matters set forth herein in effect on the date hereof. Our opinions herein are limited to the effect on the subject transaction of State Law as in effect on the date hereof. We disclaim any obligation to advise you of any change in law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. We assume no responsibility under this opinion letter with regard to the applicability to such transactions, or the effect thereon, of the laws of any other jurisdiction.

In rendering our opinions herein, with your permission we have relied with respect to factual matters, without any independent investigation or verification, upon the Officer Certificate (defined below), the certificates of public officials referred to below, and the representations, warranties, and factual statements set forth in the Transaction Documents (defined below). In addition thereto, we have reviewed and relied upon the following:

(i) the organizational documents and instruments of the State Guarantor described on Exhibit A hereto (the “Organizational Documents”);

(ii) the certificate with respect to various factual matters signed by an officer of the State Guarantor and dated the date of this opinion (the “Officer Certificate”);

(iii) Certificate of Good Standing issued by the Arkansas Secretary of State on December 12, 2014, Authorization Code: ebfd2e8fafb8623 (the “Certificate of Good Standing”);

(iv) the Registration Rights Agreement;

(v) the Indenture;

(vi) the form of Exchange Notes;

(vii) the Registration Statement; and

(viii) the prospectus containing the Registration Statement (the “Prospectus”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 3

 

Items (iv) through (viii) above are collectively referenced herein as the “Transaction Documents”.

Our opinions herein are subject to the following assumptions, qualifications, limitations, and exclusions in addition to any and all others set forth herein:

(a) In reaching the opinions set forth below, we have assumed, without any investigation, inquiry or review: (i) the genuineness of all signatures, (ii) the authenticity and completeness of all documents submitted to us as originals, (iii) the legal capacity of natural persons executing such documents, (iv) the authenticity and conformity to original documents of documents submitted to us as certified, photostatic, facsimile or electronically transmitted copies, (v) the effectiveness, completeness, and accuracy of all corporate records provided to us, including the Organizational Documents (subject to later amendments or other changes to the extent such amendments or changes are reflected in subsequent Organizational Documents) and Officer Certificate, (vi) the Transaction Documents comply in all respects with the transaction described in the corporate minutes and/or resolutions described in the Officer Certificate and accurately describe and contain the mutual understanding of the parties, and that there are no written or oral agreements or courses of dealing, conduct, or performance that modify, amend, vary, or revoke, or purport to modify, amend, vary or revoke, all or any portion of the Transaction Documents, and that there has been no waiver of any provision of the Transaction Documents, (vii) the Transaction Documents were duly delivered for value and for the consideration provided for therein or contemplated thereby, (viii) no fraud, duress or mutual mistake of fact exists with relation to the execution, acknowledgement, delivery, performance, recordation or filing of any of the Transaction Documents and any documents related thereto; (ix) all Transaction Documents have been duly filed, recorded, executed, and delivered, as applicable and to the extent necessary for the validity and enforceability of any of the Transaction Documents, in the forms delivered to us; and (x) there are no stockholders or directors of State Guarantor other than those most recently referenced in the Organizational Documents and Officer Certificate. In connection with this opinion, we have assumed that the Registration Statement will have become effective, and that the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We have also relied, as to all questions of fact material to this opinion letter, upon the Transaction Documents. We have relied upon and have not conducted any independent investigation or review of, or attempted to verify independently, such factual matters or as to the accuracy or completeness of any representation, warranty, data or any other information, whether written or oral, that may have been made by or on behalf of the parties to any of Transaction Documents, including but not limited to the Officer Certificate.

(b) To the extent it may be relevant to the opinions expressed herein, we have assumed that the parties to the Transaction Documents, other than the State Guarantor, are duly organized, in existence, and in good standing and have all requisite organizational power and authority to enter into and perform such documents and that such documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, such other parties.

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) Based solely on the Certificate of Good Standing and State Law, the State Guarantor is validly existing and in good standing under State Law.

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 4

 

(2) Based solely on the Organizational Documents, the Officer Certificate, and State Law, State Guarantor has the requisite corporate power to execute, deliver and perform its obligations under the Indentures, including its guarantee of the Exchange Notes.

(3) Based solely on the Organizational Documents, the Officer Certificate, and State Law, the execution and delivery by State Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indentures, have been duly authorized by State Guarantor.

This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters including, without limitation, any opinions as to the enforceability of the Transaction Documents. We expressly assume that the Transaction Documents contain typical and customary terms and provisions and are enforceable in accordance with their terms. This opinion letter is provided to you as a legal opinion only and not as a guaranty or warranty of the matters discussed herein.

 

Sincerely,
/s/ Kutak Rock LLP
KUTAK ROCK LLP

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 5

 

Schedule I

State Guarantor

 

Name of State Guarantor

    State of Organization

Sheridan Healthcare of Arkansas, P.A.

    AR

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 6

 

Exhibit A

Organizational Documents

 

1. Articles of Incorporation of Sheridan Healthcare of Arkansas, P.A. filed with the Arkansas Secretary of State on July 22, 2004 as Document No. 2490050002.

 

2. Articles of Correction of Sheridan Healthcare of Arkansas, P.A. filed with the Arkansas Secretary of State on August 23, 2004 as Document No. 2652140003.

 

3. Bylaws of Sheridan Healthcare of Arkansas, P.A. dated July 22, 2004.

 

4. Joint Written Consent by the Sole Shareholder and Sole Director of Sheridan Healthcare of Arkansas, P.A. dated December 31, 2011.

 

5. Action Taken by Written Consent of the Board of Directors of Sheridan Healthcare of Arkansas, P.A. dated July 15, 2014.

 

6. Closing Certificate regarding State Guarantor and certain affiliates thereof, dated July 16, 2014, and exhibits thereto regarding State Guarantor.
EX-5.3 208 d805253dex53.htm EX-5.3 EX-5.3

Exhibit 5.3

 

    

KUTAK ROCK LLP

 

SUITE 4550

777 SOUTH FIGUEROA STREET

 

LOS ANGELES, CALIFORNIA 90017-2513

 

213-312-4000

FACSIMILE 213-312-4001

 

www.kutakrock.com

   

ATLANTA

CHICAGO

DENVER

FAYETTEVILLE

IRVINE

KANSAS CITY

LITTLE ROCK

MINNEAPOLIS

OKLAHOMA CITY

OMAHA

PHILADELPHIA

RICHMOND

SCOTTSDALE

SPOKANE

WASHINGTON, D.C.

WICHITA

   December 23, 2014   

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

 

  Re: California Guarantors – currently outstanding 5.625% senior notes due 2022 and 5.625% senior notes due 2022 to be issued by AmSurg Corp. pursuant to the Indenture defined below

Ladies and Gentlemen:

We have acted as special California counsel to AmSurg Corp. (the “Company”) and the State Guarantors (as defined below), such State Guarantors being organized and existing under the laws of the State of California, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the California entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being referred to herein as the “State Guarantors”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of October 8, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of November 18, 2014, by and among the Company, the guarantors party thereto and the Trustee, and as supplemented further by the Supplemental Indenture, dated as of December 10, 2014, by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 2

 

“State Law” means the laws of the State of California that a California lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the State Guarantors; provided that “State Law” does not include any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. We have not examined, and we do not opine, as to the law of any other jurisdiction, whether applicable directly or through State Law. We are not rendering any opinion as to the effect or applicability of any statute, rule, regulation, ordinance, decree or decisional law relating to antitrust, banking, land use, environmental, pension, employee benefit, tax, fraudulent conveyance or transfer, usury, laws governing the legality of investments for regulated entities, regulations T, U or X of the Board of Governors of the Federal Reserve System or any laws, rules, regulations, or administrative decisions of any political subdivision of any state including any county, city, municipality, town or special subdivision, or any applicable telecommunications or other trade-specific regulatory laws. Furthermore, we express no opinion with respect to: compliance with the Securities Act, antifraud laws, or any other law, rules or regulations relating to securities or the offer and sale thereof; compliance with fiduciary duties by the Company’s or State Guarantors’ boards of directors or other governing bodies; compliance with safe harbors for disinterested board of director or other governing body approvals; compliance with state securities or blue sky laws; and compliance with the Investment Company Act of 1940 or the Trust Indenture Act of 1939. Our opinions herein are limited to the matters set forth herein in effect on the date hereof. Our opinions herein are limited to the effect on the subject transaction of State Law as in effect on the date hereof. We disclaim any obligation to advise you of any change in law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. We assume no responsibility under this opinion letter with regard to the applicability to such transactions, or the effect thereon, of the laws of any other jurisdiction.

In rendering our opinions herein, with your permission we have relied with respect to factual matters, without any independent investigation or verification, upon the Officer Certificate (defined below), the certificates of public officials referred to below, and the representations, warranties, and factual statements set forth in the Transaction Documents (defined below). In addition thereto, we have reviewed and relied upon the following:

(i) the organizational documents and instruments of the State Guarantors described on Exhibit A hereto (the “Organizational Documents”);

(ii) the certificate with respect to various factual matters signed by an officer of the State Guarantors and dated the date of this opinion (the “Officer Certificate”);

(iii) For each of State Guarantors, a Certificate of Status issued by the California Secretary of State indicating such State Guarantor is active and in good standing, executed December 15, 2014 (collectively, the “Certificates of Good Standing”);

(iv) the Registration Rights Agreement;

(v) the Indenture;

(vi) the form of Exchange Notes;

(vii) the Registration Statement; and

(viii) the prospectus containing the Registration Statement (the “Prospectus”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 3

 

Items (iv) through (viii) above are collectively referenced herein as the “Transaction Documents”.

Our opinions herein are subject to the following assumptions, qualifications, limitations, and exclusions in addition to any and all others set forth herein:

(a) In reaching the opinions set forth below, we have assumed, without any investigation, inquiry or review: (i) the genuineness of all signatures, (ii) the authenticity and completeness of all documents submitted to us as originals, (iii) the legal capacity of natural persons executing such documents, (iv) the authenticity and conformity to original documents of documents submitted to us as certified, photostatic, facsimile or electronically transmitted copies, (v) the effectiveness, completeness, and accuracy of all corporate records provided to us, including the Organizational Documents (subject to later amendments or other changes to the extent such amendments or changes are reflected in subsequent Organizational Documents) and Officer Certificate, (vi) the Transaction Documents comply in all respects with the transaction described in the corporate minutes and/or resolutions described in the Officer Certificate and accurately describe and contain the mutual understanding of the parties, and that there are no written or oral agreements or courses of dealing, conduct, or performance that modify, amend, vary, or revoke, or purport to modify, amend, vary or revoke, all or any portion of the Transaction Documents, and that there has been no waiver of any provision of the Transaction Documents, (vii) the Transaction Documents were duly delivered for value and for the consideration provided for therein or contemplated thereby, (viii) no fraud, duress or mutual mistake of fact exists with relation to the execution, acknowledgement, delivery, performance, recordation or filing of any of the Transaction Documents and any documents related thereto, (ix) all Transaction Documents have been duly filed, recorded, executed, and delivered, as applicable and to extent necessary for the validity and enforceability of any of the Transaction Documents, in the forms delivered to us, and (x) there are no stockholders or directors of any State Guarantor other than those most recently referenced in the Organizational Documents and Officer Certificate with respect to such State Guarantor. In connection with this opinion, we have assumed that the Registration Statement will have become effective, and that the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We have also relied, as to all questions of fact material to this opinion letter, upon the Transaction Documents. We have relied upon and have not conducted any independent investigation or review of, or attempted to verify independently, such factual matters or as to the accuracy or completeness of any representation, warranty, data or any other information, whether written or oral, that may have been made by or on behalf of the parties to any of Transaction Documents, including but not limited to the Officer Certificate.

(b) To the extent it may be relevant to the opinions expressed herein, we have assumed that the parties to the Transaction Documents, other than the State Guarantors, are duly organized, in existence, and in good standing and have all requisite organizational power and authority to enter into and perform such documents and that such documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, such other parties.

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) Based solely on the Certificates of Good Standing and State Law, each of the State Guarantors is validly existing and in good standing under State Law.

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 4

 

(2) Based solely on the Organizational Documents, the Officer Certificate, and State Law, each of State Guarantors has the requisite corporate power to execute, deliver and perform its obligations under the Indentures, including its guarantee of the Exchange Notes.

(3) Based solely on the Organizational Documents, the Officer Certificate, and State Law, for each of State Guarantors, the execution and delivery by such State Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indentures, have been duly authorized by such State Guarantor.

This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters including, without limitation, any opinions as to the enforceability of the Transaction Documents. We expressly assume that the Transaction Documents contain typical and customary terms and provisions and are enforceable in accordance with their terms. This opinion letter is provided to you as a legal opinion only and not as a guaranty or warranty of the matters discussed herein.

 

Sincerely,
/s/ Kutak Rock LLP
KUTAK ROCK LLP

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 5

 

Schedule I

State Guarantors

 

Name of State Guarantor

   

State of Organization

Sheridan Healthcorp of California, Inc.

    CA

Anesthesia and Pain Management Services of California, Inc.

    CA

Medical Anesthesia Consultants Medical Group, Inc.

    CA

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 6

 

Exhibit A

Organizational Documents

Sheridan Healthcorp of California, Inc.

1. Articles of Incorporation of MAC Medical Management, Inc. filed with the California Secretary of State on September 20, 2013.

2. Articles of Amendment of Articles of Incorporation of MAC Medical Management, Inc. filed with the California Secretary of State on November 15, 2013, changing the name of such corporation to “Sheridan Healthcorp of California, Inc.”.

3. By-Laws of Sheridan Healthcorp of California, Inc. dated September 20, 2013.

4. Action Taken by Written Consent of the Board of Directors of Sheridan Healthcorp of California, Inc., dated July 15, 2014.

5. Closing Certificate regarding Sheridan Healthcorp of California, Inc. and certain affiliates thereof, dated July 16, 2014, and exhibits thereto regarding such State Guarantor

Anesthesia and Pain Management Services of California, Inc.

1. Articles of Incorporation of a Professional Corporation regarding Anesthesia and Pain Management Services of California, Inc. filed with the California Secretary of State on October 2, 2013.

2. By-Laws of Anesthesia and Pain Management Services of California, Inc. dated October 3, 2013.

3. Action Taken by Written Consent of the Board of Directors of Anesthesia and Pain Management Services of California, Inc., dated July 15, 2014.

4. Closing Certificate regarding Anesthesia and Pain Management Services of California, Inc. and certain affiliates thereof, dated July 16, 2014, and exhibits thereto regarding such State Guarantor

Medical Anesthesia Consultants Medical Group, Inc.

1. Articles of Incorporation of Medical Anesthesia Consultants Medical Group, Inc. with Statement of Conversion filed with the California Secretary of State on November 15, 2013.

2. By-Laws of Medical Anesthesia Consultants Medical Group, Inc. dated November 14, 2013.

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 7

 

3. Action Taken by Written Consent of the Board of Directors of Medical Anesthesia Consultants Medical Group, Inc., dated July 15, 2014.

4. Closing Certificate regarding Medical Anesthesia Consultants Medical Group, Inc.and certain affiliates thereof, dated July 16, 2014, and exhibits thereto regarding such State Guarantor

EX-5.4 209 d805253dex54.htm EX-5.4 EX-5.4

Exhibit 5.4

 

 

KUTAK ROCK LLP

 

SUITE 3000

1801 CALIFORNIA STREET

 

DENVER, COLORADO 80202-2626

 

303-297-2400

FACSIMILE 303-292-7799

 

www.kutakrock.com

   

ATLANTA

CHICAGO

FAYETTEVILLE

IRVINE

KANSAS CITY

LITTLE ROCK

LOS ANGELES

MINNEAPOLIS

OKLAHOMA CITY

OMAHA

PHILADELPHIA

RICHMOND

SCOTTSDALE

SPOKANE

WASHINGTON, D.C.

WICHITA

  December 23, 2014   

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

 

  Re: Colorado Guarantor – currently outstanding 5.625% senior notes due 2022 and 5.625% senior notes due 2022 to be issued by AmSurg Corp. pursuant to the Indenture defined below

Ladies and Gentlemen:

We have acted as special Colorado counsel to AmSurg Corp. (the “Company”) and the State Guarantor (as defined below), such State Guarantor being organized and existing under the laws of the State of Colorado, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Colorado entity set forth on Schedule I attached hereto (the subsidiary guarantor set forth on Schedule I attached hereto being referred to herein as the “State Guarantor”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of October 8, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of November 18, 2014, by and among the Company, the guarantors party thereto and the Trustee, and as supplemented further by the Supplemental Indenture, dated as of December 10, 2014, by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 2

 

“State Law” means the laws of the State of Colorado that a Colorado lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the State Guarantor; provided that “State Law” does not include any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. We have not examined, and we do not opine, as to the law of any other jurisdiction, whether applicable directly or through State Law. We are not rendering any opinion as to the effect or applicability of any statute, rule, regulation, ordinance, decree or decisional law relating to antitrust, banking, land use, environmental, pension, employee benefit, tax, fraudulent conveyance or transfer, usury, laws governing the legality of investments for regulated entities, regulations T, U or X of the Board of Governors of the Federal Reserve System or any laws, rules, regulations, or administrative decisions of any political subdivision of any state including any county, city, municipality, town or special subdivision, or any applicable telecommunications or other trade-specific regulatory laws. Furthermore, we express no opinion with respect to: compliance with the Securities Act, antifraud laws, or any other law, rules or regulations relating to securities or the offer and sale thereof; compliance with fiduciary duties by the Company’s or State Guarantor’s board of directors or other governing bodies; compliance with safe harbors for disinterested board of director or other governing body approvals; compliance with state securities or blue sky laws; and compliance with the Investment Company Act of 1940 or the Trust Indenture Act of 1939. Our opinions herein are limited to the matters set forth herein in effect on the date hereof. Our opinions herein are limited to the effect on the subject transaction of State Law as in effect on the date hereof. We disclaim any obligation to advise you of any change in law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. We assume no responsibility under this opinion letter with regard to the applicability to such transactions, or the effect thereon, of the laws of any other jurisdiction.

In rendering our opinions herein, with your permission we have relied with respect to factual matters, without any independent investigation or verification, upon the Officer Certificate (defined below), the certificates of public officials referred to below, and the representations, warranties, and factual statements set forth in the Transaction Documents (defined below). In addition thereto, we have reviewed and relied upon the following:

(i) the organizational documents and instruments of the State Guarantor described on Exhibit A hereto (the “Organizational Documents”);

(ii) the certificate with respect to various factual matters signed by an officer of the State Guarantor and dated the date of this opinion (the “Officer Certificate”);

(iii) Certificate issued by the Secretary of State of the State of Colorado on December 12, 2014 with assigned Confirmation Number 9035413 (the “Certificate of Good Standing”);

(iv) the Registration Rights Agreement;

(v) the Indenture;

(vi) the form of Exchange Notes;

(vii) the Registration Statement; and

(viii) the prospectus containing the Registration Statement (the “Prospectus”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 3

 

Items (iv) through (viii) above are collectively referenced herein as the “Transaction Documents”.

Our opinions herein are subject to the following assumptions, qualifications, limitations, and exclusions in addition to any and all others set forth herein:

(a) In reaching the opinions set forth below, we have assumed, without any investigation, inquiry or review: (i) the genuineness of all signatures, (ii) the authenticity and completeness of all documents submitted to us as originals, (iii) the legal capacity of natural persons executing such documents, (iv) the authenticity and conformity to original documents of documents submitted to us as certified, photostatic, facsimile or electronically transmitted copies, (v) the effectiveness, completeness, and accuracy of all corporate records provided to us, including the Organizational Documents (subject to later amendments or other changes to the extent such amendments or changes are reflected in subsequent Organizational Documents) and Officer Certificate, (vi) the Transaction Documents comply in all respects with the transaction described in the corporate minutes and/or resolutions described in the Officer Certificate and accurately describe and contain the mutual understanding of the parties, and that there are no written or oral agreements or courses of dealing, conduct, or performance that modify, amend, vary, or revoke, or purport to modify, amend, vary or revoke, all or any portion of the Transaction Documents, and that there has been no waiver of any provision of the Transaction Documents, (vii) the Transaction Documents were duly delivered for value and for the consideration provided for therein or contemplated thereby, (viii) no fraud, duress or mutual mistake of fact exists with relation to the execution, acknowledgement, delivery, performance, recordation or filing of any of the Transaction Documents and any documents related thereto, (ix) all Transaction Documents have been duly filed, recorded, executed, and delivered, as applicable and to extent necessary for the validity and enforceability of any of the Transaction Documents, in the forms delivered to us, and (x) there are no stockholders or directors of State Guarantor other than those most recently referenced in the Organizational Documents and Officer Certificate. In connection with this opinion, we have assumed that the Registration Statement will have become effective, and that the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We have also relied, as to all questions of fact material to this opinion letter, upon the Transaction Documents. We have relied upon and have not conducted any independent investigation or review of, or attempted to verify independently, such factual matters or as to the accuracy or completeness of any representation, warranty, data or any other information, whether written or oral, that may have been made by or on behalf of the parties to any of Transaction Documents, including but not limited to the Officer Certificate.

(b) To the extent it may be relevant to the opinions expressed herein, we have assumed that the parties to the Transaction Documents, other than the State Guarantor, are duly organized, in existence, and in good standing and have all requisite organizational power and authority to enter into and perform such documents and that such documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, such other parties.

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) Based solely on the Certificate of Good Standing and State Law, the State Guarantor is validly existing and in good standing under State Law.

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 4

 

(2) Based solely on the Organizational Documents, the Officer Certificate, and State Law, State Guarantor has the requisite corporate power to execute, deliver and perform its obligations under the Indentures, including its guarantee of the Exchange Notes.

(3) Based solely on the Organizational Documents, the Officer Certificate, and State Law, the execution and delivery by State Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indentures, have been duly authorized by State Guarantor.

This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters including, without limitation, any opinions as to the enforceability of the Transaction Documents. We expressly assume that the Transaction Documents contain typical and customary terms and provisions and are enforceable in accordance with their terms. This opinion letter is provided to you as a legal opinion only and not as a guaranty or warranty of the matters discussed herein.

 

Sincerely,
/s/ Kutak Rock LLP
KUTAK ROCK LLP

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 5

 

Schedule I

State Guarantor

 

Name of State Guarantor

    State of Organization

Sheridan Children’s Healthcare Services of Colorado, P.C.

    CO

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 6

 

Exhibit A

Organizational Documents

 

  1. Articles of Incorporation of Sheridan Children’s Healthcare Services of Colorado, P.C., filed with the Colorado Secretary of State on December 15, 2006.

 

  2. Bylaws of Sheridan Children’s Healthcare Services of Colorado, P.C., dated as of January 10, 2007.

 

  3. Joint Written Consent by the Sole Shareholder and the Directors of Sheridan Children’s Healthcare Services of Colorado, P.C., dated effective as of December 31, 2008.

 

  4. Action Taken by Written Consent of the Board of Directors of Sheridan Children’s Healthcare Services of Colorado, P.C., dated July 15, 2014.

 

  5. Closing Certificate regarding State Guarantor and a certain affiliate thereof, dated July 16, 2014, and exhibits thereto regarding State Guarantor.
EX-5.5 210 d805253dex55.htm EX-5.5 EX-5.5

Exhibit 5.5

 

 

LOGO

December 23, 2014

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, TN 37215

Ladies and Gentlemen:

We have acted as Connecticut counsel to Sheridan Healthcare of Connecticut, P.C. (the “PC Guarantor”) and Wilton NSC, LLC (the “LLC Guarantor”) (the PC Guarantor and the LLC Guarantor being individually a “Connecticut Guarantor”) solely for the purpose of providing the opinions set forth in this letter and for no other purpose (including, but not limited to, providing any legal or other advice) in connection with the filing by AmSurg Corp. (the “Company”) with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended, (the “Securities Act”) of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes Due 2022 (collectively the “Exchange Notes”) that are to be subject to Notations of Guarantee by the subsidiaries of the Company listed on Exhibit A attached to this letter (collectively the “Existing Guarantors”) and by the subsidiaries of the Company listed on Exhibit B attached to this letter (collectively the “Additional Guarantors”) (the Existing Guarantors and the Additional Guarantors being collectively the “Guarantors”) (collectively the “Exchange Notes Guarantees”), are to be issued pursuant to an Indenture, dated as of July 16, 2014, between AmSurg Escrow Corp., a predecessor-in-interest by merger to the Company, (“Escrow Corp.”) and U.S. Bank National Association, as trustee, (the “Trustee”), as supplemented by (1) a First Supplemental Indenture, dated as of July 16, 2014, between the Company and the Trustee, (2) a Supplemental Indenture, dated as of July 16, 2014, among the Company, the Guarantors and the Trustee, (3) a Supplemental Indenture, dated as of October 8, 2014, among the Company, AmSurg Finance, Inc., SHI II, LLC and the Trustee, (4) a Supplemental Indenture, dated as of November 18, 2014, among the Company, FO Investments III, Inc. and the Trustee and (5) a Supplemental Indenture, dated as of December 10, 2014, among the Company, Sheridan Children’s Healthcare Services of Arizona, Inc. and the Trustee (collectively the “Indenture”) and are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% Senior Notes Due 2022 (the “Exchange Offer”) in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, among Escrow Corp, the Company, the Existing Guarantors and Citigroup Global Markets Inc., acting on behalf of itself and as the representative of various initial purchasers, (“Citigroup”) and (1) a Registration Rights Joinder, dated July 16, 2014, from the Additional Guarantors to Citigroup, (2) a Registration Rights Joinder, dated December 19, 2014, from AmSurg Finance, Inc. and SHI II, LLC to Citigroup, (3) a Registration Rights Joinder, dated December 19, 2014, from FO Investments III, Inc. to Citigroup and (4) a Registration Rights Joinder, dated December 19, 2014, from Sheridan Children’s Healthcare Services of Arizona, Inc. to Citigroup (collectively the “Registration Rights Agreement”).

 

The Guaranty Building  •  140 Pearl Street  •  Suite 100  •  Buffalo, New York 14202-4040  •  telephone 716.856.4000  •  facsimile 716.849.0349

Albany  •  Buffalo  •  New York  •  Palm Beach  •  Saratoga Springs  •  Toronto  •  www.hodgsonruss.com

AmSurg Corp.

 

December 23, 2014

Page 2

   LOGO

 

The opinions set forth in this letter are subject to the following qualifications:

1. The opinions set forth in this letter are based solely upon (a) our review of, as submitted to us, (i) executed copies of the Registration Rights Agreement and the Indenture, (ii) forms of the Exchange Notes and the Exchange Notes Guarantees, (iii) a copy of an Officer’s Certificate with respect to Various Factual Matters dated December 23, 2014 (the “Officer’s Certificate”), (iv) the copy attached to the Officer’s Certificate of the Certificate of Incorporation of the PC Guarantor as certified by the Secretary of the State of the State of Connecticut on June 19, 2014 (the “PC Guarantor Certificate of Incorporation”), (v) the copy attached to the Officer’s Certificate of the Articles of Organization of the LLC Guarantor as certified by the Secretary of the State of the State of Connecticut on June 23, 2014 (the “LLC Guarantor Articles of Organization”), (vi) the copy attached to the Officer’s Certificate of the By-Laws of the PC Guarantor (the “PC Guarantor By-Laws”), (vii) the copy attached to the Officer’s Certificate of the Amended and Restated Limited Liability Company Agreement of the LLC Guarantor (the “LLC Guarantor Limited Liability Company Agreement”), (viii) the resolutions attached to the Officer’s Certificate, (ix) the resolutions attached to the Officer’s Certificate and (x) a copy of a Certificate of Legal Existence issued by the Secretary of the State of the State of Connecticut as to the PC Guarantor on December 12, 2014 and a copy of a Certificate of Legal Existence issued by the Secretary of the State of the State of Connecticut as to the LLC Guarantor on December 12, 2014 (collectively the “Reviewed Documents”) and (b) our review of (i) the Business Corporation Act of the State of Connecticut without regard to any judicial decision or administrative decision or interpretation or, other than such statute, any statute, rule, regulation or other law (including, but not limited to, any statute, rule, regulation or other law incorporated in such statute by reference) (the “Connecticut Business Corporation Act”), (ii) Chapter 594a of General Statutes of the State of Connecticut without regard to any judicial decision or administrative decision or interpretation or, other than such statute, any statute, rule, regulation or other law (including, but not limited to, any statute, rule, regulation or other law incorporated in such statute by reference) (the “Connecticut Professional Corporation Law”) and (iii) the Limited Liability Company Act of the State of Connecticut without regard to any judicial decision or administrative decision or interpretation or, other than such statute, any statute, rule, regulation or other law (including, but not limited to, any statute, rule, regulation or other law incorporated in such statute by reference) (the “Connecticut Limited Liability Company Act”). Other than our review of the Reviewed Documents, we have not reviewed any document referred to in any of the Reviewed Documents or made any inquiry or other investigation as to any factual matter (including, but not limited to, (a) any review of any of the files and other records of the Company, either Connecticut Guarantor, any other affiliate of the Company or any court or other governmental authority, (b) any review of any of our files and other records, (c) any inquiry of any director, officer, member, manager, general partner, limited partner, employee or other agent of the Company, either Connecticut Guarantor or any other affiliate of the Company or (d) any inquiry of any past or present attorney of ours).

AmSurg Corp.

 

December 23, 2014

Page 3

   LOGO

 

2. We do not express any opinion concerning any law other than the Connecticut Business Corporation Act, the Connecticut Professional Corporation Law and the Connecticut Limited Liability Company Act.

3. We have assumed without any inquiry or other investigation, (a) the legal capacity of each natural person, (b) the genuineness of each signature on any of the Reviewed Documents, the authenticity, accuracy and completeness of each of the Reviewed Documents and the conformity of each of the Reviewed Documents to the copy or form thereof submitted to us, (c) the accuracy on the date of this letter as well as on the date made of each statement as to any factual matter contained in any of the Reviewed Documents and (d) there not existing outside of the Reviewed Documents, the Connecticut Business Corporation Act, the Connecticut Professional Corporation Law and the Connecticut Limited Liability Company Act anything that would render incorrect any opinion set forth in this letter.

4. This letter is given without regard to any change after the date of this letter with respect to any factual or legal matter, and we disclaim any obligation to notify you concerning any such change or any effect of any such change on any opinion set forth in this letter.

Subject to the qualifications set forth in this letter, it is our opinion that:

1. The PC Guarantor is validly existing as a corporation and in good standing under the Connecticut Business Corporation Act and the Connecticut Professional Corporation Law.

2. The LLC Guarantor is validly existing as a limited liability company and in good standing under the Connecticut Limited Liability Company Act.

3. The PC Guarantor has the corporate power under the Connecticut Business Corporation Act, the Connecticut Professional Corporation Law, the PC Guarantor Certificate of Incorporation and the PC Guarantor By-Laws to execute, deliver and perform its obligations under the Indenture and the Exchange Notes Guarantees.

4. The LLC Guarantor has the limited liability company power under the Connecticut Limited Liability Company Act, the LLC Guarantor Articles of Organization and the LLC Guarantor Limited Liability Company Agreement to execute, deliver and perform its obligations under the Indenture and the Exchange Notes Guarantees.

5. The execution and delivery of the Exchange Notes Guarantees by the PC Guarantor and the performance by the PC Guarantor of its obligations under the Exchange Notes Guarantees have been duly authorized by all corporate action of the PC Guarantor necessary under the Connecticut Business Corporation Act, the Connecticut Professional Corporation Law, the PC Guarantor Certificate of Incorporation and the PC Guarantor By-Laws.

AmSurg Corp.

 

December 23, 2014

Page 4

   LOGO

 

6. The execution and delivery of the Exchange Notes Guarantees by the LLC Guarantor and the performance by the LLC Guarantor of its obligations under the Exchange Notes Guarantees have been duly authorized by all limited liability company action of the LLC Guarantor necessary under the Connecticut Limited Liability Company Act, the LLC Guarantor Articles of Organization and the LLC Guarantor Limited Liability Company Agreement.

We consent to the filing of this letter with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not admit that we are in the category of persons whose consent to such filing and use is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
HODGSON RUSS LLP
/s/ Hodgson Russ LLP

Exhibit A

Existing Guarantors

AmSurg Holdings, Inc.

AmSurg Anesthesia Management Services, LLC

AmSurg EC Topeka, Inc.

AmSurg EC St. Thomas, Inc.

AmSurg EC Beaumont, Inc.

AmSurg KEC, Inc.

AmSurg EC Santa Fe, Inc.

AmSurg EC Washington, Inc.

AmSurg Torrance, Inc.

AmSurg Abilene, Inc.

AmSurg Suncoast, Inc.

AmSurg La Jolla, Inc.

AmSurg Hillmont, Inc.

AmSurg Palmetto, Inc.

AmSurg Northwest Florida, Inc.

AmSurg Ocala, Inc.

AmSurg Maryville, Inc.

AmSurg Burbank, Inc.

AmSurg Melbourne, Inc.

AmSurg El Paso, Inc.

AmSurg Crystal River, Inc.

AmSurg Abilene Eye, Inc.

AmSurg Inglewood, Inc.

AmSurg Glendale, Inc.

AmSurg San Antonio TX, Inc.

AmSurg San Luis Obispo CA, Inc.

AmSurg Temecula CA, Inc.

AmSurg Escondido CA, Inc.

AmSurg Scranton PA, Inc.

AmSurg Arcadia CA Inc.

AmSurg Main Line PA, Inc.

AmSurg Oakland CA, Inc.

AmSurg Lancaster PA, Inc.

AmSurg Pottsville PA, Inc.

AmSurg Glendora CA, Inc.

AmSurg Kissimmee FL, Inc.

AmSurg Altamonte Springs FL, Inc.

NSC RBO East, LLC

Long Beach NSC, LLC

Torrance NSC, LLC

Davis NSC, LLC

Fullerton NSC, LLC

San Antonio NSC, LLC

Austin NSC, LLC

Twin Falls NSC, LLC

Kenwood NSC, LLC

Towson NSC, LLC

Wilton NSC, LLC

NSC West Palm, LLC

Tampa Bay NSC, LLC

Coral Springs NSC, LLC

Weston NSC, LLC

AmSurg Fresno CA, Inc.

AmSurg Colton CA, Inc.

AmSurg Fresno Endoscopy, Inc.

AmSurg Temecula II, Inc.

Austin NSC, L.P.

Exhibit B

Additional Guarantors

All Women’s Healthcare Holdings, Inc.

All Women’s Healthcare, Inc.

All Women’s Healthcare of Dade, Inc.

All Women’s Healthcare of Sawgrass, Inc.

All Women’s Healthcare of West Broward, Inc.

All Women’s Healthcare Services, Inc.

Anesthesiologists of Greater Orlando, Inc.

Anesthesiology Associates of Tallahassee, Inc.

Bethesda Anesthesia Associates, Inc.

Boca Anesthesia Service, Inc.

Discovery Clinical Research, Inc.

Drs. Ellis, Rojas, Ross & Debs, Inc.

Flamingo Anesthesia Associates, Inc.

FM Healthcare Services, Inc.

FO Investments, Inc.

FO Investments II, Inc.

FMO Healthcare Holdings, Inc.

Global Surgical Partners, Inc.

Greater Florida Anesthesiologists, LLC

Gynecologic Oncology Associates, Inc.

Jacksonville Beaches Anesthesia Associates, Inc.

Jupiter Anesthesia Associates, L.L.C.

Jupiter Healthcare, LLC

New Generations Babee Bag, Inc.

North Florida Perinatal Associates, Inc.

Parity Healthcare, Inc.

Partners in Medical Billing, Inc.

Physician Office Partners, Inc.

Sheridan Anesthesia Services of Alabama, Inc.

Sheridan Anesthesia Services of Louisiana, Inc.

Sheridan Anesthesia Services of Oklahoma, Inc.

Sheridan Anesthesia Services of Virginia, Inc.

Sheridan Children’s Healthcare Services, Inc.

Sheridan Children’s Healthcare Services of Louisiana, Inc.

Sheridan Children’s Healthcare Services of New Mexico, Inc.

Sheridan Children’s Healthcare Services of Virginia, Inc.

Sheridan Clinical Research, Inc.

Sheridan Emergency Physician Services, Inc.

Sheridan Emergency Physician Services of North Missouri, Inc.

Sheridan Emergency Physician Services of Missouri, Inc.

Sheridan Emergency Physician Services of South Florida, Inc.

Sheridan Healthcare, Inc.

Sheridan Healthcare of Louisiana, Inc.

Sheridan Healthcare of Missouri, Inc.

Sheridan Healthcare of Vermont, Inc.

Sheridan Healthcare of Virginia, Inc.

Sheridan Healthcare of West Virginia, Inc.

Sheridan Healthcorp, Inc.

Sheridan Healthcorp of California, Inc.

Sheridan Healthy Hearing Services, Inc.

Sheridan Holdings, Inc.

Sheridan InvestCo, LLC

Sheridan Radiology Services, Inc.

Southeast Perinatal Associates, Inc.

Sunbeam Asset LLC

Tennessee Valley Neonatology, Inc.

Tiva Healthcare, Inc.

Sunbeam Intermediate Holdings, Inc.

Sunbeam Primary Holdings, Inc.

Anesthesia and Pain Management Services of California, Inc.

Anesthesiology of Jupiter, P.A.

Comprehensive Pain Medicine, Inc.

Comprehensive Teleradiology Solutions, Inc.

Coral Anesthesia Associates, Inc.

Florida United Radiology, L.C.

New Jersey Healthcare Specialists, P.C.

ICS Radiology, Inc.

Interventional Rehabilitation of South Florida, Inc.

Jupiter Imaging Associates, Inc.

Medical Anesthesia Consultants Medical Group, Inc.

North Texas Perinatal Associates, P.A.

Pain Physicians of Central Florida, P.A.

Sheridan Acquisition Associates, P.A.

Sheridan Acquisition Associates II, P.A.

Sheridan Anesthesia Services of Maryland, P.C.

Sheridan Anesthesia Services of Minnesota, P.C.

Sheridan Children’s Healthcare Services of Colorado, P.C.

Sheridan Children’s Healthcare Services of New Jersey, P.C.

Sheridan Children’s Healthcare Services of North Carolina, P.A.

Sheridan Children’s Healthcare Services of South Carolina, P.A.

Sheridan Children’s Healthcare Services of Tennessee, P.C.

Sheridan Critical Care Services, P.A.

Sheridan Emergency Physician Services of Georgia, LLC

Sheridan Emergency Physician Services of South Carolina, P.A.

Sheridan Emergency Physician Services of South Dade, Inc.

Sheridan Healthcare of Arkansas, P.A.

Sheridan Healthcare of Connecticut, P.C.

Sheridan Healthcare of Massachusetts, P.C.

Sheridan Healthcare of North Texas, P.A.

Sheridan Healthcare of Texas, P.A.

Sheridan Radiology Services of Central Florida, Inc.

Sheridan Radiology Services of Kentucky, Inc.

Sheridan Radiology Services of Pinellas, Inc.

Sheridan Radiology Services of South Florida, Inc.

Tri-County Pain Management, P.A.

EX-5.6 211 d805253dex56.htm EX-5.6 EX-5.6

Exhibit 5.6

 

 

LOGO

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-6200

December 23, 2014

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

Ladies and Gentlemen:

We have acted as counsel to AmSurg Corp. (the “Company”), and the Tennessee/Delaware Subsidiary Guarantors (as defined below), each organized and existing under the laws of the States of Tennessee or Delaware, as applicable, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Tennessee and Delaware entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Tennessee/Delaware Subsidiary Guarantors”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Company and the Trustee, as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee and as further supplemented by such supplemental indentures executed by and among the Company, the Trustee and the guarantors party thereto, respectively (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto and such other related registration rights joinders entered thereafter by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

In rendering our opinions herein, we have relied with respect to factual matters, upon the certificate with respect to various factual matters signed by an officer of each of the Company and the Tennessee/Delaware Subsidiary Guarantors and dated the date of this opinion (the “Officers’ Certificate”), and certificates of public officials referred to below. In addition, we have reviewed and relied upon such corporate or other organizational documents of the Company and the Tennessee/Delaware Subsidiary Guarantors and such other records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:

 

  (i) the articles of incorporation, charter, articles of organization, certificate of formation, bylaws, limited liability company agreement, operating agreement and partnership agreement or the equivalents thereto, as applicable, for each Tennessee/Delaware Subsidiary Guarantor;

December 23, 2014

Page 2

 

  (ii) the Officers’ Certificate;

 

  (iii) Certificate of Good Standing for each of the Company and each of the Tennessee/Delaware Subsidiary Guarantors in its respective jurisdiction of incorporation or formation, each dated as of a recent date;

 

  (iv) the Registration Rights Agreement;

 

  (v) the Indenture;

 

  (vi) the form of Exchange Notes;

 

  (vii) the Registration Statement; and

 

  (viii) the prospectus contained within the Registration Statement (the “Prospectus”).

In connection with our examination of documents, we have assumed the genuineness of signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us as certified, conformed or photographic copies, the legal capacity of all natural persons, and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. We have assumed that all documents we have reviewed (i) are the valid and binding obligations of and enforceable against each party thereto and (ii) have been duly authorized, executed and delivered by each party thereto (other than the Company or the Tennessee/Delaware Subsidiary Guarantors).

Except as expressly set forth in this opinion letter, we have made no independent investigation or inquiry as to the accuracy or completeness of any representation, warranty, data, certificate or other information, written or oral, made or furnished to us in connection with the transactions contemplated by the Registration Statement.

The opinions expressed herein are limited in all respects to the laws of the State of Tennessee, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act, and no opinion is expressed with respect to (i) any federal laws of the United States of America or any other jurisdiction, or any effect which such laws may have on the opinions expressed herein, (ii) the bylaws, rules or regulations of the Financial Industry Regulatory Authority, Inc. or (iii) the securities or “blue sky” laws of any jurisdiction. We are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

We have not undertaken any independent investigation to determine the existence or absence of facts, and no inference as to our knowledge of the existence or absence of any such facts should be drawn from the fact of our representation of the Company or the Tennessee/Delaware Subsidiary Guarantors.

With regard to our opinion in paragraph 1 below with respect to the Company’s and the Tennessee/Delaware Subsidiary Guarantors’ good standing, we have based our opinions solely upon examination of certificates of good standing issued by the Tennessee Secretary of State and the Delaware Secretary of State, as applicable, as of a recent date.

December 23, 2014

Page 3

 

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

(1) Each of the Company and the Tennessee/Delaware Subsidiary Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.

(2) The Company has the requisite corporate power under the laws of the State of Tennessee to execute, deliver and perform its obligations under the Indenture and the Exchange Notes and to issue the Exchange Notes.

(3) The execution and delivery by the Company of the Indenture and the performance of its obligations thereunder, including the issuance of the Exchange Notes, have been duly authorized by the Company.

(4) Each of the Tennessee/Delaware Subsidiary Guarantors has the requisite corporate, limited liability company, or partnership power, as applicable, under the laws of its state of incorporation or formation, as applicable, to execute, deliver and perform its obligations under the Indenture, including the guarantee of the Exchange Notes.

(5) The execution and delivery by each of the Tennessee/Delaware Subsidiary Guarantors of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, have been duly authorized by each of the Tennessee/Delaware Subsidiary Guarantors.

Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
/s/ Bass, Berry & Sims PLC
Bass, Berry & Sims PLC

Schedule I

Tennessee/Delaware Subsidiary Guarantors

 

Entity    Jurisdiction
AmSurg Corp.    Tennessee
AmSurg Holdings, Inc.    Delaware
AmSurg Anesthesia Management Services, LLC    Tennessee
AmSurg EC Topeka, Inc.    Tennessee
AmSurg EC St. Thomas, Inc.    Tennessee
AmSurg EC Beaumont, Inc.    Tennessee
AmSurg KEC, Inc.    Tennessee
AmSurg EC Santa Fe, Inc.    Tennessee
AmSurg EC Washington, Inc.    Tennessee
AmSurg Torrance, Inc.    Tennessee
AmSurg Abilene, Inc.    Tennessee
AmSurg Suncoast, Inc.    Tennessee
AmSurg La Jolla, Inc.    Tennessee
AmSurg Hillmont, Inc.    Tennessee
AmSurg Palmetto, Inc.    Tennessee
AmSurg Northwest Florida, Inc.    Tennessee
AmSurg Ocala, Inc.    Tennessee
AmSurg Maryville, Inc.    Tennessee
AmSurg Burbank, Inc.    Tennessee
AmSurg Melbourne, Inc.    Tennessee
AmSurg El Paso, Inc.    Tennessee
AmSurg Crystal River, Inc.    Tennessee
AmSurg Abilene Eye, Inc.    Tennessee
AmSurg Inglewood, Inc.    Tennessee
AmSurg Glendale, Inc.    Tennessee
AmSurg San Antonio TX, Inc.    Tennessee
AmSurg San Luis Obispo CA, Inc.    Tennessee
AmSurg Temecula CA, Inc.    Tennessee
AmSurg Escondido CA, Inc.    Tennessee
AmSurg Scranton PA, Inc.    Tennessee
AmSurg Arcadia CA Inc.    Tennessee
AmSurg Main Line PA, Inc.    Tennessee
AmSurg Oakland CA, Inc.    Tennessee
AmSurg Lancaster PA, Inc.    Tennessee
AmSurg Pottsville PA, Inc.    Tennessee
AmSurg Glendora CA, Inc.    Tennessee
AmSurg Kissimmee FL, Inc.    Tennessee
AmSurg Altamonte Springs FL, Inc.    Tennessee
NSC RBO East, LLC    Tennessee
Long Beach NSC, LLC    Tennessee
Torrance NSC, LLC    Tennessee
Davis NSC, LLC    Tennessee
Fullerton NSC, LLC    Tennessee
San Antonio NSC, LLC    Tennessee
Austin NSC, LLC    Tennessee
Twin Falls NSC, LLC    Tennessee
Kenwood NSC, LLC    Tennessee
Towson NSC, LLC    Tennessee

NSC West Palm, LLC    Tennessee
Tampa Bay NSC, LLC    Tennessee
Coral Springs NSC, LLC    Tennessee
Weston NSC, LLC    Tennessee
AmSurg Fresno CA, Inc.    Tennessee
AmSurg Colton CA, Inc.    Tennessee
AmSurg Finance, Inc.    Tennessee
AmSurg Fresno Endoscopy, Inc.    Tennessee
AmSurg Temecula II, Inc.    Tennessee
SHI II, LLC    Tennessee
All Women’s Healthcare Holdings, Inc.    Delaware
FMO Healthcare Holdings, Inc.    Delaware
Sheridan Healthcare, Inc.    Delaware
Sheridan Holdings, Inc.    Delaware
Sheridan InvestCo, LLC    Delaware
Sheridan Radiology Services, Inc.    Delaware
Sunbeam Asset LLC    Delaware
Sunbeam Intermediate Holdings, Inc.    Delaware
Sunbeam Primary Holdings, Inc.    Delaware
Sheridan Children’s Healthcare Services of Tennessee, P.C.    Tennessee
 EX-5.7 212 d805253dex57.htm EX-5.7 EX-5.7

Exhibit 5.7

 

    

KUTAK ROCK LLP

 

SUITE 2750

303 PEACHTREE STREET, N.E.

 

ATLANTA, GEORGIA 30308-3201

 

404-222-4600

Facsimile 404-222-4654

 

www.kutakrock.com

   

CHICAGO

DENVER

FAYETTEVILLE

IRVINE

KANSAS CITY

LITTLE ROCK

LOS ANGELES

MINNEAPOLIS

OKLAHOMA CITY

OMAHA

PHILADELPHIA

RICHMOND

SCOTTSDALE

SPOKANE

WASHINGTON, D.C.

Wichita

   December 23, 2014   

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

 

  Re: Georgia Guarantor – currently outstanding 5.625% senior notes due 2022 and 5.625% senior notes due 2022 to be issued by AmSurg Corp. pursuant to the Indenture defined below

Ladies and Gentlemen:

We have acted as special Georgia counsel to AmSurg Corp. (the “Company”) and the State Guarantor (as defined below), such State Guarantor being organized and existing under the laws of the State of Georgia, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Georgia entity set forth on Schedule I attached hereto (the subsidiary guarantor set forth on Schedule I attached hereto being referred to herein as the “State Guarantor”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Company and the Trustee, as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of October 8, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of November 18, 2014, by and among the Company, the guarantors party thereto and the Trustee, and as supplemented further by the Supplemental Indenture, dated as of December 10, 2014, by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 2

 

“State Law” means the laws of the State of Georgia that a Georgia lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the State Guarantor; provided that “State Law” does not include any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. We have not examined, and we do not opine, as to the law of any other jurisdiction, whether applicable directly or through State Law. We are not rendering any opinion as to the effect or applicability of any statute, rule, regulation, ordinance, decree or decisional law relating to antitrust, banking, land use, environmental, pension, employee benefit, tax, fraudulent conveyance or transfer, usury, laws governing the legality of investments for regulated entities, regulations T, U or X of the Board of Governors of the Federal Reserve System or any laws, rules, regulations, or administrative decisions of any political subdivision of any state including any county, city, municipality, town or special subdivision, or any applicable telecommunications or other trade-specific regulatory laws. Furthermore, we express no opinion with respect to: compliance with the Securities Act, antifraud laws, or any other law, rules or regulations relating to securities or the offer and sale thereof; compliance with fiduciary duties by the Company’s or State Guarantor’s board of directors or other governing bodies; compliance with safe harbors for disinterested board of director or other governing body approvals; compliance with state securities or blue sky laws; and compliance with the Investment Company Act of 1940 or the Trust Indenture Act of 1939. Our opinions herein are limited to the matters set forth herein in effect on the date hereof. Our opinions herein are limited to the effect on the subject transaction of State Law as in effect on the date hereof. We disclaim any obligation to advise you of any change in law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. We assume no responsibility under this opinion letter with regard to the applicability to such transactions, or the effect thereon, of the laws of any other jurisdiction.

In rendering our opinions herein, with your permission we have relied with respect to factual matters, without any independent investigation or verification, upon the Officer Certificate (defined below), the certificates of public officials referred to below, and the representations, warranties, and factual statements set forth in the Transaction Documents (defined below). In addition thereto, we have reviewed and relied upon the following:

(i) the organizational documents and instruments of the State Guarantor described on Exhibit A hereto (the “Organizational Documents”);

(ii) the certificate with respect to various factual matters signed by an officer of the State Guarantor and dated the date of this opinion (the “Officer Certificate”);

(iii) Certificate of Existence issued by the Georgia Secretary of State with respect to State Guarantor, dated December 12, 2014 (the “Certificate of Good Standing”);

(iv) the Registration Rights Agreement;

(v) the Indenture;

(vi) the form of Exchange Notes;

(vii) the Registration Statement; and

(viii) the prospectus containing the Registration Statement (the “Prospectus”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 3

 

Items (iv) through (viii) above are collectively referenced herein as the “Transaction Documents”.

Our opinions herein are subject to the following assumptions, qualifications, limitations, and exclusions in addition to any and all others set forth herein:

(a) In reaching the opinions set forth below, we have assumed, without any investigation, inquiry or review: (i) the genuineness of all signatures, (ii) the authenticity and completeness of all documents submitted to us as originals, (iii) the legal capacity of natural persons executing such documents, (iv) the authenticity and conformity to original documents of documents submitted to us as certified, photostatic, facsimile or electronically transmitted copies, (v) the effectiveness, completeness, and accuracy of all corporate records provided to us, including the Organizational Documents (subject to later amendments or other changes to the extent such amendments or changes are reflected in subsequent Organizational Documents) and Officer Certificate, (vi) the Transaction Documents comply in all respects with the transaction described in the corporate minutes and/or resolutions described in the Officer Certificate and accurately describe and contain the mutual understanding of the parties, and that there are no written or oral agreements or courses of dealing, conduct, or performance that modify, amend, vary, or revoke, or purport to modify, amend, vary or revoke, all or any portion of the Transaction Documents, and that there has been no waiver of any provision of the Transaction Documents, (vii) the Transaction Documents were duly delivered for value and for the consideration provided for therein or contemplated thereby, (viii) no fraud, duress or mutual mistake of fact exists with relation to the execution, acknowledgement, delivery, performance, recordation or filing of any of the Transaction Documents and any documents related thereto, (ix) all Transaction Documents have been duly filed, recorded, executed, and delivered, as applicable and to extent necessary for the validity and enforceability of any of the Transaction Documents, in the forms delivered to us, (x) there are no members or managers of State Guarantor other than those most recently referenced in the Organizational Documents and Officer Certificate, and (xi) all necessary action to transfer the membership interest and to appoint a new manager and officers of State Guarantor have been taken. In connection with this opinion, we have assumed that the Registration Statement will have become effective, and that the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We have also relied, as to all questions of fact material to this opinion letter, upon the Transaction Documents. We have relied upon and have not conducted any independent investigation or review of, or attempted to verify independently, such factual matters or as to the accuracy or completeness of any representation, warranty, data or any other information, whether written or oral, that may have been made by or on behalf of the parties to any of Transaction Documents, including but not limited to the Officer Certificate.

(b) To the extent it may be relevant to the opinions expressed herein, we have assumed that the parties to the Transaction Documents, other than the State Guarantor, are duly organized, in existence, and in good standing and have all requisite organizational power and authority to enter into and perform such documents and that such documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, such other parties.

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) Based solely on the Certificate of Good Standing and State Law, the State Guarantor is validly existing and in good standing under State Law.

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 4

 

(2) Based solely on the Organizational Documents, the Officer Certificate, and State Law, sState Guarantor has the requisite limited liability company power to execute, deliver and perform its obligations under the Indentures, including its guarantee of the Exchange Notes.

(3) Based solely on the Organizational Documents, the Officer Certificate, and State Law, the execution and delivery by State Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indentures, have been duly authorized by State Guarantor.

This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters including, without limitation, any opinions as to the enforceability of the Transaction Documents. We expressly assume that the Transaction Documents contain typical and customary terms and provisions and are enforceable in accordance with their terms. This opinion letter is provided to you as a legal opinion only and not as a guaranty or warranty of the matters discussed herein.

 

Sincerely,
/s/ Kutak Rock LLP
Kutak Rock LLP

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 5

 

Schedule I

State Guarantor

 

Name of State Guarantor

    State of Organization

Sheridan Emergency Physician Services of Georgia, LLC

    GA

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 6

 

Exhibit A

Organizational Documents

 

  1. Certificate of Organization certified by the Georgia Secretary of State, dated March 20, 2009, Control No. 09020369.

 

  2. Articles of Organization of Sheridan Emergency Physician Services of Georgia, LLC filed with the Georgia Secretary of State on March 20, 2009, Control No. 09020369.

 

  3. Operating Agreement of Sheridan Emergency Physician Services of Georgia, LLC, dated March 20, 2009.

 

  4. Action Taken by Joint Written Consent of the Sole Member and Manager of Sheridan Emergency Physician Services of Georgia, LLC, dated July 15, 2014.

 

  5. Closing Certificate regarding State Guarantor and a certain affiliate thereof, dated July 16, 2014, and certain exhibits thereto regarding State Guarantor.
EX-5.8 213 d805253dex58.htm EX-5.8 EX-5.8

Exhibit 5.8

Akerman LLP

One Southeast Third Avenue

Suite 2500

Miami, FL 33131-1714

Tel: 305.374.5600

Fax: 305.374.5095

December 23, 2014

AmSurg Corp.

20 Burton Hills Boulevard

Nashville, Tennessee 37215

Ladies and Gentlemen:

We have acted as special Florida counsel to AmSurg Corp. (the “Company”) and the Guarantors (as defined below), each organized and existing under the laws of the State of Florida, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Florida entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Guarantors”). The Exchange Notes are to be issued pursuant to an Indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp.”), and U.S. Bank National Association, as trustee (the “Trustee”) (the “Original Indenture”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Company and the Trustee, as supplemented by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee (the “Guarantor Supplemental Indenture”), as supplemented by the Supplemental Indenture, dated as of November 18, 2014, by and among the Company, FO Investments III, Inc. and the Trustee (the “FO Supplemental Indenture”), and as supplemented further by the Supplemental Indenture, dated as of December 10, 2014, among the Company, Sheridan Children’s Healthcare Services of Arizona, Inc. and the Trustee (the “Sheridan Supplemental Indenture”) (the Original Indenture, as so supplemented, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp., the Company, the guarantors party thereto and Citigroup Global Markets Inc., as

AmSurg Corp.

December 23, 2014

Page 2

 

representative of the parties named therein as the initial purchasers (“Citigroup”), the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto, the related Registration Rights Joinder, dated as of December 10, 2014, by and between Citigroup and FO Investments III, Inc. and the related Registration Rights Joinder, dated as of December 10, 2014, by and between Citigroup and Sheridan Children’s Healthcare Services of Arizona, Inc. (collectively, the “Registration Rights Agreement”).

In rendering our opinions herein, we have relied with respect to factual matters upon the Officers’ Certificate (defined below), the representations and warranties contained in the Indenture and the Registration Rights Agreement, and certificates of public officials referred to below. In addition thereto, we have reviewed and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:

(i) the articles of incorporation, bylaws, articles of organization and operating agreements, as the case may be, for each Guarantor;

(ii) the certificate with respect to various factual matters signed by an officer of each of the Guarantors and dated the date of this opinion (the “Officers’ Certificate”);

(iii) Certificates of Good Standing, dated on or about December 16, 2014, for each Guarantor issued by the Florida Department of State;

(iv) the Registration Rights Agreement;

(v) the Indenture;

(vi) the form of Exchange Notes;

(vii) the Registration Statement; and

(viii) the prospectus contained in the Registration Statement (the “Prospectus”).

We have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. Also, in making our examination of executed documents for the purposes of the opinions expressed herein we have assumed: (i) other than with respect to the Guarantors, that each other entity is validly existing and in good standing (or the equivalent) as a corporation, limited liability company or other applicable legal entity under the laws of its jurisdiction of organization and has the requisite power and authority to execute and deliver such documents to which it is a party and to carry out and consummate all transactions contemplated to be performed by such documents; (ii) other than with respect to the Guarantors, that each such entity has duly authorized the execution, delivery and performance of such documents to which it is a party and has, in fact, duly executed and delivered such documents to which it is a party; (iii) that such documents (including, without limitation, the Registration Rights Agreement, the Indenture and all documents related thereto) constitute the legal, valid and binding obligations of each party thereto, enforceable in accordance with their respective terms; and (iv) all natural persons who are signatories to such documents were legally competent at the time of their execution thereof.

AmSurg Corp.

December 23, 2014

Page 3

 

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) Based solely upon our review of good standing certificates dated on or about December 16, 2014 issued by the Florida Department of State, each Guarantor is validly existing and its status is active under the laws of the State of Florida.

(2) Each Guarantor has the requisite corporate or limited liability company, as the case may be, power to execute, deliver and perform its obligations under the Indenture, including its guarantee of the Exchange Notes.

(3) The execution and delivery by each Guarantor of the Guarantor Supplemental Indenture, the FO Supplemental Indenture or the Sheridan Supplemental Indenture, as the case may be, and the performance of its respective obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, have been duly authorized by all necessary corporate or limited liability company, as the case may be, action of each Guarantor.

We do not express any opinion as to the laws of any jurisdiction other than the State of Florida. None of the opinions contained herein considers any federal, state or foreign securities (or “blue sky”) laws or regulations. We express no opinion concerning the contents of the Registration Statement or Prospectus.

This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. This opinion letter speaks only as of the date hereof. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.

This opinion letter is furnished to you in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
/s/ Akerman LLP
Akerman LLP

Schedule I

Guarantors

 

  1. All Women’s Healthcare of Dade, Inc.

 

  2. All Women’s Healthcare of Sawgrass, Inc.

 

  3. All Women’s Healthcare of West Broward, Inc.

 

  4. All Women’s Healthcare Services, Inc.

 

  5. All Women’s Healthcare, Inc.

 

  6. Anesthesiologists of Greater Orlando, Inc.

 

  7. Anesthesiology Associates of Tallahassee, Inc.

 

  8. Anesthesiology of Jupiter, P.A.

 

  9. Bethesda Anesthesia Associates, Inc.

 

  10. Boca Anesthesia Service, Inc.

 

  11. Comprehensive Pain Medicine, Inc.

 

  12. Comprehensive Teleradiology Solutions, Inc.

 

  13. Coral Anesthesia Associates, Inc.

 

  14. Discovery Clinical Research, Inc.

 

  15. Drs. Ellis, Rojas, Ross & Debs, Inc.

 

  16. Flamingo Anesthesia Associates, Inc.

 

  17. Florida United Radiology, L.C.

 

  18. FM Healthcare Services, Inc.

 

  19. FO Investments II, Inc.

 

  20. FO Investments, Inc.

 

  21. Global Surgical Partners, Inc.

 

  22. Greater Florida Anesthesiologists, LLC

 

  23. Gynecologic Oncology Associates, Inc.

 

  24. ICS Radiology, Inc.

 

  25. Interventional Rehabilitation of South Florida, Inc.

 

  26. Jacksonville Beaches Anesthesia Associates, Inc.

 

  27. Jupiter Anesthesia Associates, L.L.C.

 

  28. Jupiter Healthcare, LLC

 

  29. Jupiter Imaging Associates, Inc.

 

  30. New Generations Babee Bag, Inc.

 

  31. North Florida Perinatal Associates, Inc.

 

  32. Pain Physicians of Central Florida, P.A.

 

  33. Parity Healthcare, Inc.

 

  34. Partners in Medical Billing, Inc.

 

  35. Sheridan Acquisition Associates II, P.A.

 

  36. Sheridan Acquisition Associates, P.A.

 

  37. Sheridan Anesthesia Services of Alabama, Inc.

 

  38. Sheridan Anesthesia Services of Louisiana, Inc.

 

  39. Sheridan Anesthesia Services of Oklahoma, Inc.

 

  40. Sheridan Anesthesia Services of Virginia, Inc.

 

  41. Sheridan Children’s Healthcare Services of Louisiana, Inc.

 

  42. Sheridan Children’s Healthcare Services of New Mexico, Inc.

  43. Sheridan Children’s Healthcare Services of Virginia, Inc.

 

  44. Sheridan Children’s Healthcare Services, Inc.

 

  45. Sheridan Clinical Research, Inc.

 

  46. Sheridan Critical Care Services, P.A.

 

  47. Sheridan Emergency Physician Services of Missouri, Inc.

 

  48. Sheridan Emergency Physician Services of North Missouri, Inc.

 

  49. Sheridan Emergency Physician Services of South Dade, Inc.

 

  50. Sheridan Emergency Physician Services, Inc.

 

  51. Sheridan Emergency Services of South Florida, Inc.

 

  52. Sheridan Healthcare of Louisiana, Inc.

 

  53. Sheridan Healthcare of Missouri, Inc.

 

  54. Sheridan Healthcare of Vermont, Inc.

 

  55. Sheridan Healthcare of Virginia, Inc.

 

  56. Sheridan Healthcorp, Inc.

 

  57. Sheridan Healthy Hearing Services, Inc.

 

  58. Sheridan Radiology Services of Central Florida, Inc.

 

  59. Sheridan Radiology Services of Kentucky, Inc.

 

  60. Sheridan Radiology Services of Pinellas, Inc.

 

  61. Sheridan Radiology Services of South Florida, Inc.

 

  62. Southeast Perinatal Associates, Inc.

 

  63. Tennessee Valley Neonatology, Inc.

 

  64. Tiva Healthcare, Inc.

 

  65. FO Investments III, Inc.

 

  66. Sheridan Children’s Healthcare Services of Arizona, Inc.
EX-5.9 214 d805253dex59.htm EX-5.9 EX-5.9

Exhibit 5.9

 

 

KUTAK ROCK LLP

 

SUITE 800

2300 MAIN STREET

 

KANSAS CITY, MISSOURI 64108

 

816-960-0090

FACSIMILE 816-960-0041

 

www.kutakrock.com

  

ATLANTA

CHICAGO

DENVER

FAYETTEVILLE

IRVINE

LITTLE ROCK

LOS ANGELES

MINNEAPOLIS

OKLAHOMA CITY

OMAHA

PHILADELPHIA

RICHMOND

SCOTTSDALE

SPOKANE

WASHINGTON, D.C.

WICHITA

   
   
   
   
  December 23, 2014  

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

 

  Re: Kansas Guarantor – currently outstanding 5.625% senior notes due 2022 and 5.625% senior notes due 2022 to be issued by AmSurg Corp. pursuant to the Indenture defined below

Ladies and Gentlemen:

We have acted as special Kansas counsel to AmSurg Corp. (the “Company”) and the State Guarantor (as defined below), such State Guarantor being organized and existing under the laws of the State of Kansas, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Kansas entity set forth on Schedule I attached hereto (the subsidiary guarantor set forth on Schedule I attached hereto being referred to herein as the “State Guarantor”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Company and the Trustee, as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of October 8, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of November 18, 2014, by and among the Company, the guarantors party thereto and the Trustee, and as supplemented further by the Supplemental Indenture, dated as of December 10, 2014, by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 2

 

“State Law” means the laws of the State of Kansas that a Kansas lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the State Guarantor; provided that “State Law” does not include any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. We have not examined, and we do not opine, as to the law of any other jurisdiction, whether applicable directly or through State Law. We are not rendering any opinion as to the effect or applicability of any statute, rule, regulation, ordinance, decree or decisional law relating to antitrust, banking, land use, environmental, pension, employee benefit, tax, fraudulent conveyance or transfer, usury, laws governing the legality of investments for regulated entities, regulations T, U or X of the Board of Governors of the Federal Reserve System or any laws, rules, regulations, or administrative decisions of any political subdivision of any state including any county, city, municipality, town or special subdivision, or any applicable telecommunications or other trade-specific regulatory laws. Furthermore, we express no opinion with respect to: compliance with the Securities Act, antifraud laws, or any other law, rules or regulations relating to securities or the offer and sale thereof; compliance with fiduciary duties by the Company’s or State Guarantor’s board of directors or other governing bodies; compliance with safe harbors for disinterested board of director or other governing body approvals; compliance with state securities or blue sky laws; and compliance with the Investment Company Act of 1940 or the Trust Indenture Act of 1939. Our opinions herein are limited to the matters set forth herein in effect on the date hereof. Our opinions herein are limited to the effect on the subject transaction of State Law as in effect on the date hereof. We disclaim any obligation to advise you of any change in law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. We assume no responsibility under this opinion letter with regard to the applicability to such transactions, or the effect thereon, of the laws of any other jurisdiction.

In rendering our opinions herein, with your permission we have relied with respect to factual matters, without any independent investigation or verification, upon the Officer Certificate (defined below), the certificates of public officials referred to below, and the representations, warranties, and factual statements set forth in the Transaction Documents (defined below). In addition thereto, we have reviewed and relied upon the following:

(i) the organizational documents and instruments of the State Guarantor described on Exhibit A hereto (the “Organizational Documents”);

(ii) the certificate with respect to various factual matters signed by an officer of the State Guarantor and dated the date of this opinion (the “Officer Certificate”);

(iii) Certificate issued by the Kansas Secretary of State on December 12, 2014, Certificate ID 626374 (the “Certificate of Good Standing”);

(iv) the Registration Rights Agreement;

(v) the Indenture;

(vi) the form of Exchange Notes;

(vii) the Registration Statement; and

(viii) the prospectus containing the Registration Statement (the “Prospectus”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 3

 

Items (iv) through (viii) above are collectively referenced herein as the “Transaction Documents”.

Our opinions herein are subject to the following assumptions, qualifications, limitations, and exclusions in addition to any and all others set forth herein:

(a) In reaching the opinions set forth below, we have assumed, without any investigation, inquiry or review: (i) the genuineness of all signatures, (ii) the authenticity and completeness of all documents submitted to us as originals, (iii) the legal capacity of natural persons executing such documents, (iv) the authenticity and conformity to original documents of documents submitted to us as certified, photostatic, facsimile or electronically transmitted copies, (v) the effectiveness, completeness, and accuracy of all corporate records provided to us, including the Organizational Documents (subject to later amendments or other changes to the extent such amendments or changes are reflected in subsequent Organizational Documents) and Officer Certificate, (vi) the Transaction Documents comply in all respects with the transaction described in the corporate minutes and/or resolutions described in the Officer Certificate and accurately describe and contain the mutual understanding of the parties, and that there are no written or oral agreements or courses of dealing, conduct, or performance that modify, amend, vary, or revoke, or purport to modify, amend, vary or revoke, all or any portion of the Transaction Documents, and that there has been no waiver of any provision of the Transaction Documents, (vii) the Transaction Documents were duly delivered for value and for the consideration provided for therein or contemplated thereby, (viii) no fraud, duress or mutual mistake of fact exists with relation to the execution, acknowledgement, delivery, performance, recordation or filing of any of the Transaction Documents and any documents related thereto; (ix) all Transaction Documents have been duly filed, recorded, executed, and delivered, as applicable and to the extent necessary for the validity and enforceability of any of the Transaction Documents, in the forms delivered to us, and (x) there are no stockholders or directors of State Guarantor other than those most recently referenced in the Organizational Documents and Officer Certificate. In connection with this opinion, we have assumed that the Registration Statement will have become effective, and that the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We have also relied, as to all questions of fact material to this opinion letter, upon the Transaction Documents. We have relied upon and have not conducted any independent investigation or review of, or attempted to verify independently, such factual matters or as to the accuracy or completeness of any representation, warranty, data or any other information, whether written or oral, that may have been made by or on behalf of the parties to any of Transaction Documents, including but not limited to the Officer Certificate.

(b) To the extent it may be relevant to the opinions expressed herein, we have assumed that the parties to the Transaction Documents, other than the State Guarantor, are duly organized, in existence, and in good standing and have all requisite organizational power and authority to enter into and perform such documents and that such documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, such other parties.

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) Based solely on the Certificate of Good Standing and State Law, the State Guarantor is validly existing and in good standing under State Law.

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 4

 

(2) Based solely on the Organizational Documents, the Officer Certificate, and State Law, State Guarantor has the requisite corporate power to execute, deliver and perform its obligations under the Indentures, including its guarantee of the Exchange Notes.

(3) Based solely on the Organizational Documents, the Officer Certificate, and State Law, the execution and delivery by State Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indentures, have been duly authorized by State Guarantor.

This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters including, without limitation, any opinions as to the enforceability of the Transaction Documents. We expressly assume that the Transaction Documents contain typical and customary terms and provisions and are enforceable in accordance with their terms. This opinion letter is provided to you as a legal opinion only and not as a guaranty or warranty of the matters discussed herein.

 

Sincerely,
/s/ Kutak Rock LLP
KUTAK ROCK LLP

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 5

 

Schedule I

State Guarantor

 

Name of State Guarantor

    State of Organization

Physician Office Partners, Inc.

    KS

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 6

 

Exhibit A

Organizational Documents

 

  1. For Profit Articles of Incorporation of Physician Office Partners, Inc., dated June 16, 2002 and filed June 26, 2002 with the Kansas Secretary of State, as amended by that certain Certificate of Amendment of Articles of Incorporation of Physician Office Partners, Inc., dated April 23, 2013 and filed May 2, 2013 with the Kansas Secretary of State.

 

  2. Amended and Restated By-Laws of Physician Office Partners, Inc., dated as of February 23, 2012.

 

  3. Action Taken by Written Consent of the Sole Director of Physician Office Partners, Inc. dated July 15, 2014.

 

  4. Closing Certificate regarding State Guarantor, dated July 16, 2014.

 

  5. Action Taken on Written Consent by the Sole Stockholder of Physician Office Partners, Inc., dated effective as of June 29, 2014.
EX-5.10 215 d805253dex510.htm EX-5.10 EX-5.10

Exhibit 5.10

 

LOGO

December 23, 2014

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

 

  Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have served as Maryland counsel to Sheridan Anesthesia Services of Maryland, P.C., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by AmSurg Corp., a Tennessee corporation (the “Issuer”), of (a) up to $1,100,000,000 aggregate principal amount of the Issuer’s 5.625% Senior Notes due 2022 (the “Exchange Notes”) and (b) the guarantee by certain subsidiaries of the Issuer (collectively, the “Guarantors”), including, without limitation, the Company, of the obligations of the Issuer under the Exchange Notes (the “Exchange Notes Guarantee”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Issuer with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Exchange Notes will be issued by the Issuer in exchange for $1,100,000,000 aggregate principal amount of the Issuer’s currently outstanding 5.625% Senior Notes due 2022 (the “Original Notes”) pursuant to a Registration Rights Agreement, dated as of July 16, 2014, including such joinders to date (collectively, the “Registration Rights Agreement”), by and among AmSurg Escrow Corp., a Tennessee corporation (“Escrow Corp.”), the Issuer, the Guarantors and Citigroup Global Markets Inc., as representative of the several purchasers named therein. This firm did not participate in the negotiation or drafting of the Registration Rights Agreement or the Indenture (as defined herein).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act;

2. The charter of the Company, certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

LOGO

AmSurg Corp.

December 23, 2014

Page 2

 

3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, (a) the guarantee of the Original Notes by the Company, (b) the Exchange Notes Guarantee and (c) the execution, delivery and performance by the Company of the Indenture, certified as of the date hereof by an officer of the Company;

6. The Registration Rights Agreement;

7. The Indenture, dated as of July 16, 2014, by and between Escrow Corp. and U.S. Bank National Association, as Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Issuer and the Trustee, as further supplemented by the Supplemental Indenture, dated as of July 16, 2014. by and among the Issuer, the Guarantors, including, without limitation, the Company, and the Trustee and as further supplemented to date by such supplemental indentures by and among the Issuer, the Guarantors party thereto and the Trustee (collectively, the “Indenture”);

8. A certificate executed by an officer of the Company, dated as of the date hereof; and

9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

LOGO

AmSurg Corp.

December 23, 2014

Page 3

 

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. The Exchange Notes, if and when issued, will have substantially identical terms as the Original Notes except as set forth in the Registration Rights Agreement and be issued in exchange therefor as contemplated by the Registration Rights Agreement, the Indenture and the Registration Statement.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The Company has the requisite corporate power to execute, deliver and perform its obligations under the Indenture, including the Exchange Notes Guarantee.

3. The execution and delivery by the Company of the Indenture and the performance by the Company of its obligations thereunder, including the Exchange Notes Guarantee, have been duly authorized by all necessary corporate action of the Company.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

LOGO

AmSurg Corp.

December 23, 2014

Page 4

 

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

Very truly yours,
/s/ Venable LLP
 EX-5.11 216 d805253dex511.htm EX-5.11 EX-5.11

Exhibit 5.11

 

LOGO

December 23, 2014

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

Ladies and Gentlemen:

 

  Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as Massachusetts counsel to AmSurg Corp., a corporation organized and existing under the laws of the State of Tennessee (the “Company”) and Sheridan Healthcare of Massachusetts, P.C., a professional corporation organized and existing under the laws of the Commonwealth of Massachusetts (the “Guarantor”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Guarantor.

The Exchange Notes are to be (a) issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Guarantor and the Trustee, as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Guarantor, the guarantors party thereto and the Trustee, and as supplemented further to date by such supplemental indentures entered into by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Indenture”); and (b) evidenced by the form of global exchange notes attached as Exhibit B to the Indenture (the “Exchange Notes”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Guarantor, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto, and such related registration rights joinders to date by and among Citigroup and the parties thereto (collectively, the “Registration Rights Agreement”).

 

LOGO

AmSurg Corp.

December 23, 2014

Page 2

 

All capitalized terms used but not otherwise defined herein shall have the same meanings that have been ascribed to them in the Indenture or the Registration Rights Agreement, unless the context otherwise requires. This opinion is being furnished to the Company at its request solely for the Company to comply with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of:

(i) the Guarantor’s Articles of Organization, dated as of December 19, 2007, as amended by those certain Articles of Amendment dated August 26, 2009, each as in effect on the date hereof (collectively, the “Articles of Organization”);

(ii) the Guarantor’s Amended and Restated Bylaws, dated as of December 19, 2007, as in effect on the date hereof (the “Bylaws”);

(iii) resolutions of the sole director of the Guarantor relating to the Guarantor’s guaranty of the Exchange Notes and other matters;

(iv) a certificate of Gilbert Drozdow, Secretary of the Guarantor, dated as of the date hereof (the “Officer’s Certificate”), to the effect that, among other things, the Articles of Organization, the Bylaws, and the sole director’s resolutions are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officer’s Certificate;

(v) a Certificate of Good Standing for the Guarantor issued by the Secretary of the Commonwealth of the Commonwealth of Massachusetts, dated as of December 11, 2014 (the “Good Standing Certificate”);

(vi) the Registration Statement and the prospectus contained in the Registration Statement, in substantially the form to be filed with the Commission pursuant to the Securities Act;

(vii) the Registration Rights Agreement;

(viii) the Indenture;

(ix) the form of Exchange Notes; and

AmSurg Corp.

December 23, 2014

Page 3

 

(x) such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications noted below.

 

In our examination, we have assumed (a) the legal capacity of all natural persons, (b) the genuineness of all signatures, (c) the authenticity of all documents submitted to us as originals, (d) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies, and (e) the authenticity of the originals of such documents. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Guarantor, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties, of such documents and that such documents constitute or will constitute valid and binding obligations of the parties thereto. We have relied as to the legal existence and good standing of the Guarantor on the Good Standing Certificate. To the extent that our opinions herein relate to matters as to which governmental agencies have issued certificates, or as to which affidavits or other certificates have been relied upon, such opinions speak as of the respective dates of such certificates or affidavits.

As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor. We have made no investigation or inquiry to determine the accuracy of the foregoing assumptions and are not responsible for the effect of the inaccuracy of any of these assumptions on the opinions expressed herein.

This opinion is limited to the laws of the Commonwealth of Massachusetts as in effect on the date hereof, which laws are subject to change with possible retroactive effect. We do not express any other opinion herein concerning any other laws.

Based upon, and subject to, the foregoing, and subject also to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The Guarantor is validly existing and in good standing under the laws of the Commonwealth of Massachusetts.

2. The Guarantor has the requisite corporate power to execute, deliver and perform its obligations under the Indenture, including its guarantee of the Exchange Notes.

3. The execution and delivery of the Indenture by the Guarantor and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, has been duly authorized by all necessary corporate action on the part of the Guarantor.

AmSurg Corp.

December 23, 2014

Page 4

 

The opinions herein expressed are limited to the matters expressly set forth in this opinion letter and no opinion is implied, or may be inferred, beyond the matters expressly so stated.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and all amendments thereto. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus that forms a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

It is understood that this opinion is to be used only in connection with the offer and sale of the Exchange Notes while the Registration Statement is in effect and may not be used, quoted or relied upon for any other purpose. This opinion is rendered only as of the date hereof, and we disclaim any undertaking to advise you of any changes of the facts stated or assumed herein or any subsequent changes in applicable law that may occur after the date of this opinion.

 

Very truly yours,
MURTHA CULLINA LLP

/s/ David A. Menard

David A. Menard
A Partner of the Firm

 

cc: J. James Jenkins, Jr.

Edward B. Whittemore

EX-5.12 217 d805253dex512.htm EX-5.12 EX-5.12

Exhibit 5.12

 

 

KUTAK ROCK LLP

 

Suite 1750

U.S. Bank Plaza South

220 South Sixth Street

 

Minneapolis, Minnesota 55402-4513

 

612-334-5000

Facsimile 612-334-5050

 

www.kutakrock.com

   

ATLANTA

CHICAGO

DENVER

FAYETTEVILLE

IRVINE

KANSAS CITY

LITTLE ROCK

LOS ANGELES

OKLAHOMA CITY

OMAHA

PHILADELPHIA

RICHMOND

SCOTTSDALE

SPOKANE

WASHINGTON, D.C.

WICHITA

  December 23, 2014   

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

 

  Re: Minnesota Guarantor – currently outstanding 5.625% senior notes due 2022 and 5.625% senior notes due 2022 to be issued by AmSurg Corp. pursuant to the Indenture defined below

Ladies and Gentlemen:

We have acted as special Minnesota counsel to AmSurg Corp. (the “Company”) and the State Guarantor (as defined below), such State Guarantor being organized and existing under the laws of the State of Minnesota, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Minnesota entity set forth on Schedule I attached hereto (the subsidiary guarantor set forth on Schedule I attached hereto being referred to herein as the “State Guarantor”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of October 8, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of November 18, 2014, by and among the Company, the guarantors party thereto and the Trustee, and as supplemented further by the Supplemental Indenture, dated as of December 10, 2014, by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 2

 

“State Law” means the laws of the State of Minnesota that a Minnesota lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the State Guarantor; provided that “State Law” does not include any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. We have not examined, and we do not opine, as to the law of any other jurisdiction, whether applicable directly or through State Law. We are not rendering any opinion as to the effect or applicability of any statute, rule, regulation, ordinance, decree or decisional law relating to antitrust, banking, land use, environmental, pension, employee benefit, tax, fraudulent conveyance or transfer, usury, laws governing the legality of investments for regulated entities, regulations T, U or X of the Board of Governors of the Federal Reserve System or any laws, rules, regulations, or administrative decisions of any political subdivision of any state including any county, city, municipality, town or special subdivision, or any applicable telecommunications or other trade-specific regulatory laws. Furthermore, we express no opinion with respect to: compliance with the Securities Act, antifraud laws, or any other law, rules or regulations relating to securities or the offer and sale thereof; compliance with fiduciary duties by the Company’s or State Guarantor’s board of directors or other governing bodies; compliance with safe harbors for disinterested board of director or other governing body approvals; compliance with state securities or blue sky laws; and compliance with the Investment Company Act of 1940 or the Trust Indenture Act of 1939. Our opinions herein are limited to the matters set forth herein in effect on the date hereof. Our opinions herein are limited to the effect on the subject transaction of State Law as in effect on the date hereof. We disclaim any obligation to advise you of any change in law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. We assume no responsibility under this opinion letter with regard to the applicability to such transactions, or the effect thereon, of the laws of any other jurisdiction.

In rendering our opinions herein, with your permission we have relied with respect to factual matters, without any independent investigation or verification, upon the Officer Certificate (defined below), the certificates of public officials referred to below, and the representations, warranties, and factual statements set forth in the Transaction Documents (defined below). In addition thereto, we have reviewed and relied upon the following:

(i) the organizational documents and instruments of the State Guarantor described on Exhibit A hereto (the “Organizational Documents”);

(ii) the certificate with respect to various factual matters signed by an officer of the State Guarantor and dated the date of this opinion (the “Officer Certificate”);

(iii) Certificate of Good Standing regarding State Guarantor, issued by the Secretary of State of the State of Minnesota and dated December 15, 2014 (the “Certificate of Good Standing”);

(iv) the Registration Rights Agreement;

(v) the Indenture;

(vi) the form of Exchange Notes;

(vii) the Registration Statement; and

(viii) the prospectus containing the Registration Statement (the “Prospectus”).

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 3

 

Items (iv) through (viii) above are collectively referenced herein as the “Transaction Documents”.

Our opinions herein are subject to the following assumptions, qualifications, limitations, and exclusions in addition to any and all others set forth herein:

(a) In reaching the opinions set forth below, we have assumed, without any investigation, inquiry or review: (i) the genuineness of all signatures, (ii) the authenticity and completeness of all documents submitted to us as originals, (iii) the legal capacity of natural persons executing such documents, (iv) the authenticity and conformity to original documents of documents submitted to us as certified, photostatic, facsimile or electronically transmitted copies, (v) the effectiveness, completeness, and accuracy of all corporate records provided to us, including the Organizational Documents (subject to later amendments or other changes to the extent such amendments or changes are reflected in subsequent Organizational Documents) and Officer Certificate, (vi) the Transaction Documents comply in all respects with the transaction described in the corporate minutes and/or resolutions described in the Officer Certificate and accurately describe and contain the mutual understanding of the parties, and that there are no written or oral agreements or courses of dealing, conduct, or performance that modify, amend, vary, or revoke, or purport to modify, amend, vary or revoke, all or any portion of the Transaction Documents, and that there has been no waiver of any provision of the Transaction Documents, (vii) the Transaction Documents were duly delivered for value and for the consideration provided for therein or contemplated thereby, (viii) no fraud, duress or mutual mistake of fact exists with relation to the execution, acknowledgement, delivery, performance, recordation or filing of any of the Transaction Documents and any documents related thereto, (ix) all Transaction Documents have been duly filed, recorded, executed, and delivered, as applicable and to the extent necessary for the validity and enforceability of any of the Transaction Documents, in the forms delivered to us, and (x) there are no stockholders or directors of State Guarantor other than those most recently referenced in the Organizational Documents and Officer Certificate. In connection with this opinion, we have assumed that the Registration Statement will have become effective, and that the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We have also relied, as to all questions of fact material to this opinion letter, upon the Transaction Documents. We have relied upon and have not conducted any independent investigation or review of, or attempted to verify independently, such factual matters or as to the accuracy or completeness of any representation, warranty, data or any other information, whether written or oral, that may have been made by or on behalf of the parties to any of Transaction Documents, including but not limited to the Officer Certificate.

(b) To the extent it may be relevant to the opinions expressed herein, we have assumed that the parties to the Transaction Documents, other than the State Guarantor, are duly organized, in existence, and in good standing and have all requisite organizational power and authority to enter into and perform such documents and that such documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, such other parties.

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) Based solely on the Certificate of Good Standing and State Law, the State Guarantor is validly existing and in good standing under State Law.

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 4

 

(2) Based solely on the Organizational Documents, the Officer Certificate, and State Law, State Guarantor has the requisite corporate power to execute, deliver and perform its obligations under the Indentures, including its guarantee of the Exchange Notes.

(3) Based solely on the Organizational Documents, the Officer Certificate, and State Law, the execution and delivery by State Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indentures, have been duly authorized by State Guarantor.

This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters including, without limitation, any opinions as to the enforceability of the Transaction Documents. We expressly assume that the Transaction Documents contain typical and customary terms and provisions and are enforceable in accordance with their terms. This opinion letter is provided to you as a legal opinion only and not as a guaranty or warranty of the matters discussed herein.

 

Sincerely,
/s/ Kutak Rock LLP
KUTAK ROCK LLP

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 5

 

Schedule I

State Guarantor

 

Name of State Guarantor

    State of Organization

Sheridan Anesthesia Services of Minnesota, P.C.

    MN

KUTAK ROCK LLP

AmSurg Corp.

December 23, 2014

Page 6

 

Exhibit A

Organizational Documents

1. Certificate of Incorporation of Sheridan Anesthesia Services of Minnesota, P.C. issued by the Minnesota Secretary of State on January 23, 2013, File No. 642053100036.

2. Articles of Incorporation of Sheridan Anesthesia Services of Minnesota, P.C. filed with the State of Minnesota Department of State on January 23, 2013.

3. Articles of Correction of Sheridan Anesthesia Services of Minnesota, P.C. filed with the State of Minnesota Department of State on February 25, 2013.

4. Bylaws of Sheridan Anesthesia Services of Minnesota, P.C. dated effective as of February 25, 2013.

5. Closing Certificate regarding State Guarantor and certain affiliates of State Guarantor, dated July 16, 2014, and certain exhibits thereto regarding State Guarantor.

6. Action Taken by Written Consent of the Board of Directors of Sheridan Anesthesia Services of Minnesota, P.C., dated July 15, 2014.

EX-5.13 218 d805253dex513.htm EX-5.13 EX-5.13

Exhibit 5.13

 

LOGO

Please reply to:

Woodbridge

Direct Dial: (732) 855-6046

Direct Fax: (732) 726-6562

Email: pherman@wilentz.com

December 23, 2014

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

Ladies and Gentlemen:

We have acted as New Jersey counsel to AmSurg Corp. (the “Company”) and the Guarantors (as defined below), each organized and existing under the laws of the State of New Jersey (the “State”), for the limited pruposes of rendering this opinion letter in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be guaranteed by certain of the Company’s current and future direct and indirect subsidiaries, including the New Jersey entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Guarantors”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Company and the Trustee, as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee as supplemented further by the Supplemental Indenture, dated as of October 8, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of November 18, 2014, by and among the Company, the guarantor thereto and the Trustee, and as supplemented further by the Supplemental Indentrue, dated as of December 10, 2014, by and among the Company, the guarantor thereto and the Trustee. (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

December 23, 2014

Page 2

 

In rendering our opinions herein, we have relied with respect to factual matters, upon, and assumed the accuracy of, the Officers’ Certificate (defined below), and certificates of public officials referred to below. In addition thereto, we have reviewed and relied upon, and assumed the accuracy of, such documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:

(i) the Certificates of Incorporation of each Guarantor certified by the New Jersey Department of Treasury (collectively, the “Certificates of Incorporation of the Guarantors”);

(ii) Amended and Restate By-Laws dated December 31, 2012, for Tri-County Pain Management, P.A. (“Tri-County”), By-Laws dated May 3, 2010 for Sheridan Childrens’ Healthcare Services of New Jersey, P.C. (“Sheridan of New Jersey”) and Restated By-Laws dated August 19, 2010 of Hackensack Anesthesiology Associates P.A. (now known as New Jersey Healthcare Specialists, P.C.) (“N.J. Specialists”) (collectively, the “Bylaws of the Guarantors”);

(iii) Action Taken by Written Consent of the Board of Directors of each Guarantor dated July 15, 2014 (“Board of Directors Action”) and Action Taken on Written Consent by the Sole Shareholder of each Guarantor effective as of June 29, 2014 (“Shareholders Action”);

(iv) the Officers Certificate With Respect To Various Factual Matters signed by an officer of each of the Guarantors and dated the date of this opinion (the “Officers’ Certificate”);

(v) Certificates of Good Standing of the New Jersey Department of Treasury with respect to each Guarantor dated December 11, 2014;

(vi) the Registration Rights Agreement;

(vii) the Indenture;

(viii) the form of Exchange Notes;

(ix) the Registration Statement; and

(x) the prospectus containing the Registration Statement (the “Prospectus”) (items (vi) through (ix) above shall collectively be referred to as the “Transaction Documents”).

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) As of December 11, 2014, each Guarantor is validly existing and in good standing under the New Jersey Business Corporate Act, N.J.S. 14A:1-1 et. seq. (including the Professional Service Corporation Act N.J.S. 14A:17-1 et. seq.).

(2) Each Guarantor has the requisite corporate power to execute, deliver and perform its obligations under the Indenture, including its guarantee of the Exchange Notes.

(3) The execution and delivery by each Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, has been duly authorized by written corporate approval of the Board of Directors and the sole shareholder[s] of each Guarantor.

December 23, 2014

Page 3

 

Our opinions set forth herein are qualified and limited in the following respects:

(a) The opinions expressed in this letter are qualified and based on the following assumptions:

(i) The Transaction Documents submitted to us for review in connection herewith are accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and, to the extent applicable, all signatures on each such document are genuine;

(ii) Documents from public authorities are accurate, complete and authentic and all official public records (including their proper indexing and filing) are accurate and complete;

(iii) There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence in connection with the Transaction Documents;

(iv) The conduct of the parties to the Transaction Documents has complied with any requirements of good faith, fair dealing and conscionability;

(v) The trustee under the Indenture and the purchaser under the Registration Rights Agreement act in good faith; and

(vi) There are no agreements or understandings among the parties to the Transaction Documents, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Transaction Documents.

(b) We have assumed the due authorization, execution and delivery of the Transaction Documents (except with respect to the Guarantors).

(c) We do not give any opinions herein concerning compliance with any zoning, securities (including blue sky laws), health care, land use, environmental laws or regulations or the applicability thereof.

(d) We have assumed the representations made in the Transaction Documents are accurate.

(e) We assumed that the Certificates of Incorporation of the Guarantors, the Bylaws of the Guarantors, the Board of Directors Action and the Shareholders Action have not been amended, revoked or rescinded, and no action has been taken to effect or authorize any amendment, revocation or rescission, and same continue to remain in full force and effect.

The opinions set forth herein are specifically limited to the present laws of the State, and no opinion is expressed as to the effect the law of any other jurisdiction might have upon subject matter of the opinions expressed herein under conflict of laws principles or otherwise.

No opinion is to be implied or inferred beyond the opinions expressly stated herein. This opinion letter is given as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our attention, or any changes in laws which may hereafter occur. Furthermore, this opinion letter is rendered solely to the addressees hereof and their successors and permitted assignees under the Transaction Documents and is not intended to be relied upon, nor may it be relied upon, by any entity or individual other than such addressees, without our prior written consent.

December 23, 2014

Page 4

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
/S/ WILENTZ, GOLDMAN & SPITZER, P.A.

Schedule I

Guarantors

 

Name of Guarantor

   

State of Organization

1.   SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW JERSEY, P.C.    New Jersey
2.   TRI-COUNTY PAIN MANAGEMENT, P.A.    New Jersey
3.   NEW JERSEY HEALTHCARE SPECIALISTS, P.C.    New Jersey
 EX-5.14 219 d805253dex514.htm EX-5.14 EX-5.14

Exhibit 5.14

 

LOGO

 

   Charleston, SC

Charlotte, NC

Columbia, SC

Raleigh, NC

Spartanburg, SC

December 23, 2014

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

Ladies and Gentlemen:

We have acted as South Carolina and North Carolina special counsel to AmSurg Corp., a Tennessee corporation (the “Company”), and the Guarantors (as defined below), each organized and existing under the laws of the States of South Carolina and North Carolina, as indicated, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect Subsidiaries (as defined in the Indenture (as defined below)), including Sheridan Children’s Healthcare Services of South Carolina, P.A. and Sheridan Emergency Physician Services of South Carolina, P.A. (collectively the “South Carolina Guarantors”) and Sheridan Children’s Healthcare Services of North Carolina, P.A. (individually the “North Carolina Guarantor” and together with the South Carolina Guarantors collectively referred to herein as the “Guarantors”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Company and the Trustee, as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee, as supplemented further by the Supplemental Indenture, dated as of October 8, 2014, by and among the Company, AmSurg Finance, Inc., SHI II, LLC, and the Trustee, as supplemented further by the Supplemental Indenture, dated as of November 18, 2014, by and among the Company, FO Investments III, Inc. and the Trustee, and as supplemented further by the Supplemental Indenture, dated as of December 10, 2014, by and among the Company, Sheridan Children’s Healthcare Services of Arizona, Inc. and the Trustee (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), the related Registration Rights Joinder,

 

Parker Poe Adams & Bernstein LLP    1201 Main Street    Suite 1450    Columbia, SC 29201

t  803.255.8000    f  803.255.8017    www.parkerpoe.com

PARKER POE ADAMS & BERNSTEIN LLP

AmSurg Corp.

December 23, 2014

Page 2 of 5

 

 

dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto and the related Registration Rights Joinders dated December 19, 2014 entered into by each of AmSurg Finance, Inc., SHI II, LLC, FO Investments III, Inc. and Sheridan Children’s Healthcare Services of Arizona, Inc. (collectively, the “Registration Rights Agreement”). This opinion letter is delivered in connection with such transactions at the request, and with the consent, of the Company and the Guarantors.

In rendering our opinions herein, we have relied with respect to factual matters, without investigation of the information contained therein, upon the Officers’ Certificate (defined below) and certificates of public officials referred to below. In addition thereto, we have reviewed and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:

(i) the Articles of Incorporation of the NC Guarantor as certified by the North Carolina Secretary of State dated June 19, 2014; the Articles of Incorporation of Sheridan Children’s Healthcare Services of South Carolina, P.A. as certified by the South Carolina Secretary of State dated June 24, 2014; and the Articles of Incorporation of Sheridan Emergency Physician Services of South Carolina, P.A., as certified by the South Carolina Secretary of State dated June 24, 2014 (collectively the “Articles of Incorporation”);

(ii) the Bylaws for each Guarantor;

(iii) the certificate with respect to various factual matters signed by an officer of each of the Guarantors and dated the date of this opinion (the “Officers’ Certificate”);

(iv) As to the South Carolina Guarantors, Certificates of Existence issued by the South Carolina Secretary of State dated December 16, 2014 (collectively the “SC Certificates of Existence”) and as to the North Carolina Guarantor, a Certificate of Existence issued by the North Carolina Secretary of State dated December 17, 2014 (the “NC Certificate of Existence”);

(v) the Registration Rights Agreement;

(vi) the form of Exchange Note;

(vii) the Indenture;

(viii) the Registration Statement; and

(ix) the prospectus contained in the Registration Statement (the “Prospectus”).

The documents referenced in items (i) through (ix) above are collectively referred to hereinafter as the “Opinion Documents.”

PARKER POE ADAMS & BERNSTEIN LLP

AmSurg Corp.

December 23, 2014

Page 3 of 5

 

 

Based upon and subject to the foregoing, and subject to the further qualifications, limitations, assumptions and exceptions set forth below, we are of the following opinion as to the South Carolina Guarantors:

(1) Each South Carolina Guarantor is a corporation in existence under the laws of the State of South Carolina.

(2) Each South Carolina Guarantor has the requisite corporate power to execute, deliver and perform its obligations under the Indenture, including its guarantee of the Exchange Notes.

(3) The execution and delivery by each South Carolina Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, have been duly authorized by all necessary corporate action by each South Carolina Guarantor.

Based upon and subject to the foregoing, and subject to the further qualifications, limitations, assumptions and exceptions set forth below, we are of the following opinion as to the North Carolina Guarantor:

(1) The North Carolina Guarantor is a corporation in existence under the laws of the State of North Carolina.

(2) The North Carolina Guarantor has the requisite corporate power to execute, deliver and perform its obligations under the Indenture, including its guarantee of the Exchange Notes.

(3) The execution and delivery by the North Carolina Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, have been duly authorized by all necessary corporate action by the North Carolina Guarantor.

In rendering our opinion that each South Carolina Guarantor “is a corporation in existence,” we have relied solely upon the SC Certificates of Existence. In rendering our opinion that the North Carolina Guarantor “is a corporation in existence,” we have relied solely upon the NC Certificate of Existence. We specifically assume that there has been no change in the information provided to us since the date such information was first provided and that such information was true and correct on the date on which it was provided and that it is true and correct on the date hereof. We also assume the accuracy, completeness and authenticity of all documents examined by us, the legal capacity and authority of all persons executing such documents, other than on behalf of Guarantors, and the conformity to originals of all copies of all documents submitted to us. We also assume that all signatures on all documents examined by us are genuine and that each such document with a conformed signature is an accurate, complete and authentic copy of such signed document. As to questions of fact relevant to the opinions expressed herein, we have relied solely upon, and assume the accuracy of, the representations, warranties, certifications, and statements contained in the Opinion Documents, including the Officers’ Certificate, and compliance on the part of all parties to the Indenture with their covenants therein. We have made no other independent factual investigation with regard to such matters.

We call to your attention that S.C. Code Ann. § 33-19-200 requires that all of the shares of stock of a South Carolina professional corporation be owned and held by a “qualified person” as

PARKER POE ADAMS & BERNSTEIN LLP

AmSurg Corp.

December 23, 2014

Page 4 of 5

 

 

defined in S.C. Code Ann. § 33-19-103(8), which defines “qualified person” as “an individual, general partnership, or professional corporation that is eligible under this chapter to be issued shares by a professional corporation.” Section 33-19-300 restricts eligibility for ownership of a professional corporation to (1) individuals who are authorized by law in South Carolina or another state to render a professional service described in the corporation’s articles of incorporation, (2) general partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in South Carolina to render a professional service described in the corporation’s articles of incorporation, and (3) professional corporations, domestic or foreign, authorized by law in South Carolina to render a professional service described in the corporation’s articles of incorporation. S.C. Code Ann. § 33-19-300 also requires that not less than one half of the directors of a professional corporation, and all of its officers except the secretary and treasurer, if any, must be “qualified persons” with respect to the corporation. We have undertaken no independent investigation to confirm, and have assumed, that all of the shares of stock of the South Carolina Guarantors are owned and held in compliance with S.C. Code Ann. § 33-19-101 et seq. and that not less than one half of the directors and all of the officers except the secretary and treasurer, if any, of the South Carolina Guarantors are “qualified persons” as defined by S.C. Code Ann. § 33-19-103(8).

We further call to your attention that North Carolina General Statute § 55B-4(2) requires that, except as otherwise provided therein, all of the shares of stock of a North Carolina professional corporation be owned and held by a “licensee” or “licensees” as defined in North Carolina General Statute § 55B-2(2), which defines “licensee” as a natural person who is duly licensed by the appropriate North Carolina licensing board to render the same professional services which will be rendered by the professional corporation of which he is, or intends to become, an officer, director, shareholder or employee. North Carolina General Statute § 55B-4 also requires that at least one director and one officer of a North Carolina professional corporation be a “licensee” as defined by North Carolina General Statute § 55B-2(2). We have undertaken no independent investigation to confirm, and have assumed, that all of the shares of stock of the North Carolina Guarantor are owned and held in compliance with North Carolina General Statute § 55B-4 and that at least one director and one officer of the North Carolina Guarantor is a “licensee” as defined by North Carolina General Statute § 55B-2(2) in compliance with the North Carolina General Statute § 55B-4.

We assume that all natural persons acting on behalf of each Guarantor have sufficient legal capacity to take all such actions as may be required of them as representatives of such Guarantor.

The opinions set forth herein regarding the South Carolina Guarantors are limited to matters governed by the laws of the State of South Carolina. The opinions set forth herein regarding the North Carolina Guarantor are limited to matters governed by the laws of the State of North Carolina. No opinion is expressed herein as to the laws of any other jurisdiction. Further, we express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in South Carolina or North Carolina, exercising customary professional diligence, would reasonably recognize as being directly applicable to the South Carolina Guarantors or the North Carolina Guarantor, respectively, or the transactions contemplated by the Indenture.

PARKER POE ADAMS & BERNSTEIN LLP

AmSurg Corp.

December 23, 2014

Page 5 of 5

 

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. We do not undertake to advise you of any matters that might hereinafter arise that would affect the opinions expressed herein. Our opinion is limited to the matters expressly stated herein and no other opinion may be implied or inferred.

 

Very truly yours,

Parker Poe Adams & Bernstein LLP

Parker Poe Adams & Bernstein LLP

 EX-5.15 220 d805253dex515.htm EX-5.15 EX-5.15

Exhibit 5.15

 

 

LOGO

 

EMMETT BERRYMAN   December 23, 2014   SENDER’S E-MAIL:
    eberryman@lmlawyers.com

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

Ladies and Gentlemen:

We have acted as Texas counsel to AmSurg Corp., a Tennessee corporation (the “Company”) and the Guarantors (as defined below), each organized and existing under the laws of the State of Texas, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Texas entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Guarantors”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Company and the Trustee, as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee and as supplemented further to date by such supplemental indentures by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”) , the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto and such related registration rights joinders entered into to date by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

In rendering our opinions herein, we have relied with respect to factual matters, solely upon the Officers’ Certificate (defined below), and certificates of public officials referred to below. In addition thereto, we have reviewed and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:

 

  a. the Registration Rights Agreement;

 

  b. the Indenture;

 

  c. the form of Exchange Notes;

December 23, 2014

Page 2

 

  d. the Registration Statement;

 

  e. the prospectus containing the Registration Statement (the “Prospectus”);

 

  f. the Certificate of Formation for Austin NSC, L.P., as amended;

 

  g. the Limited Partnership Agreement of Austin NSC, L.P.;

 

  h. the Articles of Association of North Texas Perinatal Associates, P.A., as amended;

 

  i. the Bylaws of North Texas Perinatal Associates, P.A.;

 

  j. the Articles of Assocation of Sheridan Healthcare of North Texas, P.A., as amended;

 

  k. the Bylaws of Sheridan Healthcare of North Texas, P.A.;

 

  l. the Articles of Assocation of Sheridan Healthcare of Texas, P.A., as amended;

 

  m. the Bylaws of Sheridan Healthcare of North Texas, P.A.;

 

  n. the PA Status Certificates (as defined in subpart (ii) below);

 

  o. the LP Status Certificate (as defined in subpart (iii) below); and

 

  p. the Evidences (as defined in subpart (iv) below).

Items (a) through (e) above are collectively referred to herein as the “Transaction Documents.”

Items (f) through (p) above are collectively referred to herein as the “Corporate Documents.”

In addition we have examined and relied upon the following:

(i) the certificate with respect to various factual matters signed by an officer of each of the Guarantors and dated the date of this opinion (the “Officers’ Certificate”);

(ii) with respect to each Guarantor that is a professional association, a certificate dated December 19, 2014 issued by the Office of the Secretary of State of Texas, attesting to the professional association status of such Guarantor in Texas (collectively, the “PA Status Certificates”);

(iii) with respect to the Guarantor that is a limited partnership, a certificate dated December 19, 2014, issued by the Office of the Secretary of State of Texas, attesting to the limited partnership status of such Guarantor in Texas (the “LP Status Certificate”);

(iv) with respect to each Guarantor, evidence of franchise tax account status, dated December 19, 2014, from the Comptroller of Public Accounts of the State of Texas (collectively, the “Evidences”); and

(v) originals, or copies identified to our satisfaction as being true copies, of such other records, documents and instruments as we have deemed necessary for the purposes of this opinion letter.

December 23, 2014

Page 3

 

Assumptions Underlying Our Opinions

With your permission, as to questions of fact material to this Opinion and without independent verification with respect to the accuracy of such factual matters, we have relied upon the Indenture, certificates of public officials, accuracy of the public record, and the officers and directors of the Guarantors. We have made no independent investigation of the any statements, warranties and representations made by Guarantors in the Indenture or any related matters. With the exception of the Corporate Documents, we have not examined the books and records of the Guarantors and were not involed in their formation.

For purposes of this Opinion, we have assumed, with your approval and without independent investigation, the following:

(a) No fraud, mistake, undue influence, duress or criminal activity exists with to the Transaction Documents or any of the matters relevant to the opinions rendered herein.

(b) The genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic, original documents of all documents submitted to us as copies, the due authority of the parties executing such documents, and the legal capacity of natural persons.

(c) All factual matters, including, without limitation, any representations and warranties, contained in the Transaction Documents, are true and correct as set forth therein.

(d) The Indenture is in all material respects in the same form substantially as set forth in the ‘Description of Notes’ section of the Transaction Documents.

Our Opinions

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) Based solely upon its PA Status Certificate and the applicable Evidence, each Guarantor identified herein as a Texas professional association is a validly existing professional association under the laws of the State of Texas. Based solely upon its LP Status Certificate and the applicable Evidence, the Guarantor identified herein as a limited partnership is a validly existing limited partnership under the laws of the State of Texas.

(2) Each Guarantor has the requisite professional association or limited partnership, as applicable, power to execute, deliver and perform its obligations under the Indenture, including its guarantee of the Exchange Notes.

(3) The execution and delivery by each Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, has been duly authorized by each Guarantor.

Qualifications and Limitations

This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time based solely upon laws, rulings and regulations in effect on the date hereof; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinions set forth above.

December 23, 2014

Page 4

 

We are qualified to practice law in the State of Texas, and we express no opinions as to the laws of other jurisdictions other than to the laws of the State of Texas, as currently in effect. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion or supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof.

Miscellaneous

The foregoing opinions are being furnished only for the purpose referred to in the first paragraph of this opinion letter and may not be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

LIECHTY & McGINNIS, LLP,

a Texas limited liability partnership

By:  

/s/ Emmett W. Berryman

  Emmett W. Berryman, Partner

Schedule I

Guarantors

 

Name of Guarantor

   

State of Organization

Austin NSC, L.P.    Texas
North Texas Perinatal Association, P.A.    Texas
Sheridan Healthcare of North Texas, P.A.    Texas
Sheridan Healthcare of Texas, P.A.    Texas
 EX-5.16 221 d805253dex516.htm EX-5.16 EX-5.16

Exhibit 5.16

 

LOGO

 

     

        304-353-8107

        Mike.Stuart@steptoe-johnson.com

December 23, 2014

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

Ladies and Gentlemen:

We have acted as West Virginia counsel to AmSurg Corp. (the “Company”) and the Guarantor (as defined below), each organized and existing under the laws of the State of West Virginia, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including Sheridan Healthcare of West Virginia, Inc., a corporation organized under the laws of the State of West Virginia (the “Guarantor”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. (“Escrow Corp”), and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Company and the Trustee, as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee, and as supplemented further to date by such supplemental indentures entered into by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto and such related registration rights joinders to date entered into by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).

December 23, 2014

Page 2

   LOGO

 

For purposes of our opinion in paragraph number (iii) below regarding the good standing of the Guarantor, we have relied solely and exclusively upon a certificate issued by West Virginia public officials, and such opinion is not intended to provide or state any conclusion or assurance beyond that conveyed in such certificate.

We are opining herein only as to the effect on the subject transaction of the laws of the State of West Virginia with respect to the Guarantor; and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of federal law, municipal law, or the laws of any local agencies within any state. We herein express no opinion with respect to any issues or matters addressed or stated in those letters of other counsel; and, to the extent elements of those opinions are necessary to the opinions expressed herein we have, with your consent, relied upon and assumed the correctness of such elements of those opinions.

Our knowledge of all matters connected herewith is limited to the actual knowledge of the lawyers of the firm who have participated in our limited representation of the Guarantor, respectively, in connection with the opinions expressed herein and the transactions contemplated thereby, solely gained through the performance of such representation after consultation with such other attorneys in the firm and review of such documents in our possession as such lawyers considered appropriate. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search, or investigation of any public files or records or dockets) to determine the existence or absence of any such facts. This opinion deals only with the specific legal issues that it explicitly addresses, and no opinions shall be implied as to matters not so addressed.

Further, we have assumed, with your express consent, the due authorization of all documents connected with the Principal Documents (as defined below) and all other documents contemplated by the transactions connected therewith by all parties thereto other than the Guarantor, the due execution and delivery of the Principal Documents by all parties thereto other than the Guarantor, and that the Principal Documents constitute legal, valid and binding obligations of all parties thereto, enforceable against them in accordance with their terms.

In rendering our opinions herein, we have relied with respect to factual matters, upon the Officers’ Certificate (defined below). In addition thereto, we have reviewed and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:

(i) the Articles of Incorporation and Bylaws, as amended, for the Guarantor;

December 23, 2014

Page 3

   LOGO

 

(ii) the certificate with respect to various factual matters signed by an officer of the Guarantor and dated the date of this opinion (the “Officers’ Certificate”);

(iii) Certificate of Existence dated as of the 16th day of December, 2014;

(iv) the Registration Rights Agreement;

(v) the Indenture;

(viii) the form of Exchange Notes;

(ix) the Registration Statement; and

(x) the prospectus containing the Registration Statement (the “Prospectus”).

Items (iv) through (x) as set forth above shall hereinafter collectively be referred to as the “Principal Documents”.

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:

(1) The Guarantor is validly existing and in good standing under the laws of the State of West Virginia.

(2) The Guarantor has the requisite corporate power to execute, deliver and perform its obligations under the Indenture, including its guarantee of the Exchange Notes.

(3) The execution and delivery by the Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, has been duly authorized by the Guarantor.

The opinions that are expressed herein are further subject to the following exceptions, limitations, assumptions and qualifications.

(a) The opinions expressed above are subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws of general application under the laws of the State of West Virginia and the United States relating to or affecting creditors’ rights, and to general principles of equity, judicial discretion and general requirements of good faith, fair dealing and commercial reasonableness (whether a matter is considered in a proceeding at law or in equity).

December 23, 2014

Page 4

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(b) Certain laws and decisions applicable in the State of West Virginia may limit, render unenforceable or otherwise affect the enforceability of, certain rights, remedies, waivers and other provisions contained in the Principal Documents. Such laws and decisions do not affect the validity, of the Principal Documents taken as a whole, and the Principal Documents, taken together with applicable law, contains adequate provisions for enforcing the obligations of the borrower thereunder and for the practical realization of the material benefits conveyed by the Principal Documents; provided, however, such laws and decisions do not, in our judgment make the remedies provided for in the Principal Documents and available at law inadequate for the practical realization of the security intended to be provided by the Principal Documents.

(c) We express no opinion as to the enforceability of any rights to indemnification or contribution provided in the Principal Documents which may be deemed violative of public policy or any rights of setoff or similar rights provided in the Principal Documents.

(d) We express no opinion as to the enforceability of any provision that would purport to permit the beneficiaries to confess judgment against the Guarantor.

(e) We have made no investigation and express no opinion as to the applicability to the Principal Documents or to the transaction contemplated thereby of provisions of the Federal Bankruptcy Code relating to fraudulent conveyances or fraudulent transfers.

(f) Our opinions are subject to Section 522 of the United States Bankruptcy Code and with respect to proceeds of personal property, our opinions are limited in accordance with the provisions of Section 9-315 of the UCC.

(g) We express no opinion as to any of the following: (1) the accuracy or completeness of any financial, accounting or statistical information furnished by the Guarantor to any third party; (2) the Guarantor’s ability to perform its obligations under the Principal Documents other than as specifically opined herein; and (3) the accuracy or completeness of any representations made by the Guarantor other than as specifically opined herein.

(h) This opinion letter is rendered as of the date set forth above, and is limited to present statutes, laws and regulations and to the facts as they currently exist. We disclaim any responsibility for notifying you of any changes affecting this opinion letter that later come to our attention and we assume no obligation to update or supplement this opinion letter.

December 23, 2014

Page 5

   LOGO

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
/s/ STEPTOE & JOHNSON PLLC

STEPTOE & JOHNSON PLLC,

a West Virginia Professional Limited Liability Company

 EX-12.1 222 d805253dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

 

     Year Ended December 31,      Nine months ended
September 30,		  
(in thousands)    2009      2010      2011      2012      2013      2014  

Computation of Earnings:

                  

Pre-tax earnings from continuing operations, excluding equity in earnings of unconsolidated affiliates

    $ 206,128       $ 208,240       $ 222,654       $ 262,222       $ 305,376       $ 189,537   

Plus: Fixed charges

      9,821         15,636         17,813         19,686         32,542         55,107   

Plus: Amortization of capitalized interest

      148         142         121         115         91         3   

Plus: Distributed earnings from equity investees

      —           —           800         1,830         3,073         1,811   

Less: Capitalized interest

      66         54         85         43         24         —     
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Earnings

    $ 216,031       $ 223,964       $ 241,303       $ 283,810       $ 341,058       $ 246,458   

Fixed Charges:

                  

Interest expense and amortization of deferred financing costs on all indebtedness

    $ 7,751       $ 13,471       $ 15,327       $ 16,967       $ 29,538       $ 52,909   

Capitalized interest

      66         54         85         43         24         —     

Estimate of interest component of rental expenses

      2,004         2,111         2,401         2,676         2,980         2,198   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Fixed charges

    $ 9,821       $ 15,636       $ 17,813       $ 19,686       $ 32,542       $ 55,107   
     22.0         14.3         13.5         14.4         10.5         4.5   
 EX-23.17 223 d805253dex2317.htm EX-23.17 EX-23.17

Exhibit 23.17

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-4 of AmSurg Corp. of our report dated March 31, 2014 (May 13, 2014 as to the presentation of the consolidated statement of equity as discussed in Note 1 and the disclosure of reportable segments as disclosed in Note 20, December 23, 2014 as to Note 21) relating to the consolidated financial statements of Sunbeam Holdings, L.P. and Subsidiaries as of December 31, 2013 and for the year then ended appearing in AmSurg Corp.’s Current Report on Form 8-K dated December 23, 2014.

We also consent to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Certified Public Accountants

Miami, Florida

December 23, 2014

EX-23.18 224 d805253dex2318.htm EX-23.18 EX-23.18

Exhibit 23.18

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-4 of AmSurg Corp. of our report dated March 31, 2014 (May 13, 2014 as to the presentation of the consolidated statement of equity as discussed in Note 1 and the disclosure of reportable segments as disclosed in Note 20, December 23, 2014 as to Note 21) relating to the consolidated financial statements of Sunbeam Holdings, L.P. and Subsidiaries as of December 31, 2012 and for each of the two years then ended appearing in AmSurg Corp.’s Current Report on Form 8-K dated December 23, 2014.

We also consent to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Certified Public Accountants

Miami, Florida

December 23, 2014

EX-23.19 225 d805253dex2319.htm EX-23.19 EX-23.19

Exhibit 23.19

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated February 26, 2014, relating to the consolidated financial statements and consolidated financial statement schedule of AmSurg Corp., and the effectiveness of AmSurg Corp.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of AmSurg Corp. for the year ended December 31, 2013, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee

December 23, 2014

EX-25.1 226 d805253dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

 

 

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

 

31-0841368

I.R.S. Employer Identification No.

 

800 Nicollet Mall

Minneapolis, Minnesota

   55402
(Address of principal executive offices)   (Zip Code)

Wally Jones

U.S. Bank National Association

333 Commerce Street, Suite 800

Nashville, TN 37201

(615) 251-0733

(Name, address and telephone number of agent for service)

 

 

AMSURG CORP.

(Issuer with respect to the Securities)

 

 

 

Tennessee   62-1493316

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

1A Burton Hills Boulevard

Nashville, Tennessee

   37215
(Address of Principal Executive Offices)   (Zip Code)

 

 

5.625% Senior Notes due 2022

(Title of the Indenture Securities)

 

 

 

TABLE OF ADDITIONAL OBLIGORS

 

Exact Name of Obligor

as Specified in its Charter

    State or
Other Jurisdiction of
Incorporation
or Formation		    I.R.S. Employer
Identification Number

AmSurg Holdings, Inc.

    Delaware    62-1595888

AmSurg Anesthesia Management Services, LLC

    Tennessee    27-1174941

AmSurg EC Topeka, Inc.

    Tennessee    62-1512093

AmSurg EC St. Thomas, Inc.

    Tennessee    62-1511996

AmSurg EC Beaumont, Inc.

    Tennessee    62-1524208

AmSurg KEC, Inc.

    Tennessee    62-1510489

AmSurg EC Santa Fe, Inc.

    Tennessee    62-1523398

AmSurg EC Washington, Inc.

    Tennessee    62-1506354

AmSurg Torrance, Inc.

    Tennessee    62-1545685

AmSurg Abilene, Inc.

    Tennessee    62-1555413

AmSurg Suncoast, Inc.

    Tennessee    62-1555677

AmSurg La Jolla, Inc.

    Tennessee    62-1625304

AmSurg Hillmont, Inc.

    Tennessee    62-1632685

AmSurg Palmetto, Inc.

    Tennessee    62-1647404

AmSurg Northwest Florida, Inc.

    Tennessee    62-1519549

AmSurg Ocala, Inc.

    Tennessee    62-1650493

AmSurg Maryville, Inc.

    Tennessee    62-1586143

AmSurg Burbank, Inc.

    Tennessee    62-1619548

AmSurg Melbourne, Inc.

    Tennessee    62-1625312

AmSurg El Paso, Inc.

    Tennessee    62-1711537

AmSurg Crystal River, Inc.

    Tennessee    62-1666189

AmSurg Abilene Eye, Inc.

    Tennessee    62-1692556

AmSurg Inglewood, Inc.

    Tennessee    62-1814134

AmSurg Glendale, Inc.

    Tennessee    62-1807967

AmSurg San Antonio TX, Inc.

    Tennessee    20-0075736

AmSurg San Luis Obispo CA, Inc.

    Tennessee    20-1965555

AmSurg Temecula CA, Inc.

    Tennessee    20-0095263

AmSurg Escondido CA, Inc.

    Tennessee    20-1626979

AmSurg Scranton PA, Inc.

    Tennessee    20-2853308

AmSurg Arcadia CA Inc.

    Tennessee    20-4483684

AmSurg Main Line PA, Inc.

    Tennessee    20-5408469

AmSurg Oakland CA, Inc.

    Tennessee    20-5645841

AmSurg Lancaster PA, Inc.

    Tennessee    20-5988960

AmSurg Pottsville PA, Inc.

    Tennessee    26-0303835

AmSurg Glendora CA, Inc.

    Tennessee    20-5732564

AmSurg Kissimmee FL, Inc.

    Tennessee    62-1567628

AmSurg Altamonte Springs FL, Inc.

    Tennessee    26-0289067

NSC RBO East, LLC

    Tennessee    27-3205481

Long Beach NSC, LLC

    Tennessee    20-1048768

Torrance NSC, LLC

    Tennessee    20-1048801

Davis NSC, LLC

    Tennessee    20-5451784

Fullerton NSC, LLC

    Tennessee    20-3435683

San Antonio NSC, LLC

    Tennessee    20-0322582

Austin NSC, LLC

    Tennessee    20-4942934

Twin Falls NSC, LLC

    Tennessee    20-8086602

Kenwood NSC, LLC

    Tennessee    26-3055899

Towson NSC, LLC

    Tennessee    20-0314129

Wilton NSC, LLC

    Connecticut    26-1653853

NSC West Palm, LLC

    Tennessee    76-0740666

Tampa Bay NSC, LLC

    Tennessee    20-3447384

Coral Springs NSC, LLC

    Tennessee    26-1649639

Weston NSC, LLC

    Tennessee    26-3435641

AmSurg Fresno CA, Inc.

    Tennessee    46-1290033

Austin NSC, L.P.

    Texas    20-4943017

AmSurg Colton CA, Inc.

    Tennessee    46-1462856

AmSurg Fresno Endoscopy, Inc.

    Tennessee    46-4319557

 

2

Exact Name of Obligor

as Specified in its Charter

    State or
Other Jurisdiction of
Incorporation
or Formation		    I.R.S. Employer
Identification Number

AmSurg Temecula II, Inc.

    Tennessee    46-4137624

AmSurg Finance, Inc.

    Tennessee    47-2039667

SHI II, LLC

    Tennessee    47-2039767

All Women’s Healthcare Holdings, Inc.

    Delaware    13-4271816

All Women’s Healthcare, Inc.

    Florida    42-1612456

All Women’s Healthcare of Dade, Inc.

    Florida    45-0530994

All Women’s Healthcare of Sawgrass, Inc.

    Florida    42-1612467

All Women’s Healthcare of West Broward, Inc.

    Florida    42-1612462

All Women’s Healthcare Services, Inc.

    Florida    45-0530996

Anesthesiologists of Greater Orlando, Inc.

    Florida    59-3542796

Anesthesiology Associates of Tallahassee, Inc.

    Florida    59-2970442

Bethesda Anesthesia Associates, Inc.

    Florida    26-2588869

Boca Anesthesia Service, Inc.

    Florida    65-0126861

Discovery Clinical Research, Inc.

    Florida    20-1105922

Drs. Ellis, Rojas, Ross & Debs, Inc.

    Florida    59-1205165

Flamingo Anesthesia Associates, Inc.

    Florida    26-2804804

FM Healthcare Services, Inc.

    Florida    27-3515257

FO Investments, Inc.

    Florida    27-3515505

FO Investments II, Inc.

    Florida    45-2641534

FO Investments III, Inc.

    Florida    35-2438641

FMO Healthcare Holdings, Inc.

    Delaware    27-3515065

Global Surgical Partners, Inc.

    Florida    65-0903559

Greater Florida Anesthesiologists, LLC

    Florida    27-0602251

Gynecologic Oncology Associates, Inc.

    Florida    59-2026996

Jacksonville Beaches Anesthesia Associates, Inc.

    Florida    26-2664313

Jupiter Anesthesia Associates, L.L.C.

    Florida    26-1150385

Jupiter Healthcare, LLC

    Florida    90-0997040

New Generations Babee Bag, Inc.

    Florida    65-0878152

North Florida Perinatal Associates, Inc.

    Florida    46-3234701

Parity Healthcare, Inc.

    Florida    65-0360536

Partners in Medical Billing, Inc.

    Florida    46-0638530

Physician Office Partners, Inc.

    Kansas    74-3050016

Sheridan Anesthesia Services of Alabama, Inc.

    Florida    46-1476545

Sheridan Anesthesia Services of Louisiana, Inc.

    Florida    27-0983154

Sheridan Anesthesia Services of Oklahoma, Inc.

    Florida    46-1722747

Sheridan Anesthesia Services of Virginia, Inc.

    Florida    27-1895603

Sheridan Children’s Healthcare Services, Inc.

    Florida    59-2347217

Sheridan Children’s Healthcare Services of Arizona, Inc.

    Florida    47-1934541

Sheridan Children’s Healthcare Services of Louisiana, Inc.

    Florida    46-2773044

Sheridan Children’s Healthcare Services of New Mexico, Inc.

    Florida    83-0401457

Sheridan Children’s Healthcare Services of Virginia, Inc.

    Florida    01-0622481

Sheridan Clinical Research, Inc.

    Florida    65-1096710

Sheridan Emergency Physician Services, Inc.

    Florida    65-1057394

Sheridan Emergency Physician Services of North Missouri, Inc.

    Florida    46-5538742

Sheridan Emergency Physician Services of Missouri, Inc.

    Florida    46-0617801

Sheridan Emergency Physician Services of South Florida, Inc.

    Florida    46-2743595

Sheridan Healthcare, Inc.

    Delaware    04-3252967

Sheridan Healthcare of Louisiana, Inc.

    Florida    90-0196583

Sheridan Healthcare of Missouri, Inc.

    Florida    20-3109582

Sheridan Healthcare of Vermont, Inc.

    Florida    20-4063600

Sheridan Healthcare of Virginia, Inc.

    Florida    27-1931953

Sheridan Healthcare of West Virginia, Inc.

    West Virginia    65-1028803

Sheridan Healthcorp, Inc.

    Florida    59-0971075

Sheridan Healthcorp of California, Inc.

    California    46-4126626

Sheridan Healthy Hearing Services, Inc.

    Florida    27-0417898

Sheridan Holdings, Inc.

    Delaware    13-4056438

 

3

Exact Name of Obligor

as Specified in its Charter

    State or
Other Jurisdiction of
Incorporation
or Formation		    I.R.S. Employer
Identification Number

Sheridan InvestCo, LLC

    Delaware    46-3274828

Sheridan Radiology Services, Inc.

    Delaware    20-8211626

Southeast Perinatal Associates, Inc.

    Florida    65-0363303

Sunbeam Asset LLC

    Delaware    26-0312608

Tennessee Valley Neonatology, Inc.

    Florida    27-5404223

Tiva Healthcare, Inc.

    Florida    04-3721686

Sunbeam Intermediate Holdings, Inc.

    Delaware    26-0206257

Sunbeam Primary Holdings, Inc.

    Delaware    26-1126836

Anesthesia and Pain Management Services of California, Inc.

    California    46-3806338

Anesthesiology of Jupiter, P.A.

    Florida    65-0163043

Comprehensive Pain Medicine, Inc.

    Florida    59-3129628

Comprehensive Teleradiology Solutions, Inc.

    Florida    80-0953054

Coral Anesthesia Associates, Inc.

    Florida    45-4660785

Florida United Radiology, L.C.

    Florida    65-0887466

New Jersey Healthcare Specialists, P.C.

    New Jersey    22-1948732

ICS Radiology, Inc.

    Florida    45-3356647

Interventional Rehabilitation of South Florida, Inc.

    Florida    65-0867955

Jupiter Imaging Associates, Inc.

    Florida    65-0164050

Medical Anesthesia Consultants Medical Group, Inc.

    California    68-0117704

North Texas Perinatal Associates, P.A.

    Texas    75-2382044

Pain Physicians of Central Florida, P.A.

    Florida    45-3912103

Sheridan Acquisition Associates, P.A.

    Florida    20-5641357

Sheridan Acquisition Associates II, P.A.

    Florida    26-1219178

Sheridan Anesthesia Services of Maryland, P.C.

    Maryland    36-4551536

Sheridan Anesthesia Services of Minnesota, P.C.

    Minnesota    46-1877451

Sheridan Children’s Healthcare Services of Colorado, P.C.

    Colorado    20-8050077

Sheridan Children’s Healthcare Services of New Jersey, P.C.

    New Jersey    27-2500879

Sheridan Children’s Healthcare Services of North Carolina, P.A.

    North Carolina    57-1195202

Sheridan Children’s Healthcare Services of South Carolina, P.A.

    South Carolina    46-0667408

Sheridan Children’s Healthcare Services of Tennessee, P.C.

    Tennessee    45-4252387

Sheridan Critical Care Services, P.A.

    Florida    46-3895683

Sheridan Emergency Physician Services of Georgia, LLC

    Georgia    26-4498219

Sheridan Emergency Physician Services of South Carolina, P. A.

    South Carolina    46-1302162

Sheridan Emergency Physician Services of South Dade, Inc.

    Florida    20-4859734

Sheridan Healthcare of Arkansas, P.A.

    Arkansas    86-1112056

Sheridan Healthcare of Connecticut, P.C.

    Connecticut    61-1441438

Sheridan Healthcare of Massachusetts, P.C.

    Massachusetts    26-1602923

Sheridan Healthcare of North Texas, P.A.

    Texas    03-0509857

Sheridan Healthcare of Texas, P.A.

    Texas    65-0603121

Sheridan Radiology Services of Central Florida, Inc.

    Florida    20-8251783

Sheridan Radiology Services of Kentucky, Inc.

    Florida    27-2107170

Sheridan Radiology Services of Pinellas, Inc.

    Florida    38-3883031

Sheridan Radiology Services of South Florida, Inc.

    Florida    20-5890948

Tri-County Pain Management, P.A.

    New Jersey    83-0375709

 

4

FORM T-1

 

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

 

  a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

 

  b) Whether it is authorized to exercise corporate trust powers.

Yes

 

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

 

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

 

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

 

  1. A copy of the Articles of Association of the Trustee.*

 

  2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

 

  3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

 

  4. A copy of the existing bylaws of the Trustee, attached as Exhibit 4.

 

  5. A copy of each Indenture referred to in Item 4. Not applicable.

 

  6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

 

  7. Report of Condition of the Trustee as of September 30, 2014 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

 

5

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville, State of Tennessee on the 23rd of December, 2014.

 

By:  

/s/ Wally Jones

  Wally Jones
  Vice President

 

6

Exhibit 2

 

LOGO

  

Office of the Comptroller of the Currency

   Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

 

LOGO   IN TESTIMONY WHEREOF, today, September 2, 2014, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
 

 

LOGO

 

  Comptroller of the Currency

 

7

Exhibit 3

 

LOGO

  

Office of the Comptroller of the Currency

   Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

 

LOGO   IN TESTIMONY WHEREOF, today, September 2, 2014, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
 

 

LOGO

 

  Comptroller of the Currency

 

8

Exhibit 4

AMENDED AND RESTATED

BYLAWS

OF

U.S. BANK NATIONAL ASSOCIATION

ARTICLE I.

MEETINGS OF SHAREHOLDERS

 

Section 1. Annual Meeting

The annual meeting of shareholders shall be held at the main banking house of the Association or other convenient place duly authorized by the Board of Directors (the “Board”) at 11:00 a.m. on the second Tuesday in March of each year, or such other date or time which the Board may designate at any Board meeting held prior to the required date for sending notice of the annual meeting to the shareholders. Notice of such meeting shall be mailed to shareholders not less than ten (10) or more than sixty (60) days prior to the meeting date.

 

Section 2. Special Meetings

Special meetings of shareholders may be called and held at such times and upon such notice as is specified in the Articles of Association.

 

Section 3. Quorum

A majority of the outstanding capital stock represented in person or by proxy shall constitute a quorum of any meeting of the shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice.

 

Section 4. Inspectors

The Board of Directors may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.

 

Section 5. Voting

In deciding on questions at meetings of shareholders, except in the election of directors, each shareholder shall be entitled to one vote for each share of stock held. A majority of votes cast shall decide each matter submitted to the shareholders, except where by law a larger vote is required. In all elections of directors, each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his shares equal, or to distribute them on the same principle among as many candidates as he shall think fit.

 

9

Section 6. Waiver and Consent

The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.

ARTICLE II.

BOARD OF DIRECTORS

 

Section 1. Term of Office

The directors of this Association shall hold office for one year and until their successors are duly elected and qualified.

 

Section 2. Number

As provided in the Articles of Association, the Board of this Association shall consist of not less than five nor more than twenty-five members. At any meeting of the shareholders held for the purpose of electing directors, or changing the number thereof, the number of directors may be determined by a majority of the votes cast by the shareholders in person or by proxy.

Any vacancy occurring in the Board shall be filled by the remaining directors. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority vote of the full Board may increase the size of the Board by not more than four directors in any one but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board. All directors shall hold office until their successors are elected and qualified.

 

Section 3. Regular Meetings

The organizational meeting of the Board of Directors shall be held as soon as practicable following the annual meeting of shareholders at such time and place as the Chairman or President may designate. Other regular meetings of the Board of Directors shall be held quarterly at such time and place as may be designated in the notice of the meeting. When any regular meeting of the Board falls on a holiday, the meeting shall be held on the next banking business day, unless the Board shall designate some other day.

 

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by the Chairman of the Board of the Association, or at the request of three or more Directors. Notice of the time, place and purposes of such meetings shall be given by letter, by telephone, in person, by facsimile, by electronic mail or other reasonable manner to every Director.

 

Section 5. Quorum

A majority of the entire membership of the Board shall constitute a quorum of any meeting of the Board.

 

10

Section 6. Necessary Vote

A majority of those Directors present and voting at any meeting of the Board of Directors shall decide each matter considered, except where otherwise required by law or the Articles or Bylaws of this Association.

 

Section 7. Compensation

Directors, excluding full-time employees of the Bank, shall receive such reasonable compensation as may be fixed from time to time by the Board of Directors.

ARTICLE III.

OFFICERS

 

Section 1. Who Shall Constitute

The Officers of the Association shall be a Chairman of the Board, Chief Executive Officer, a President, a Secretary, and other officers such as Vice Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Trust Officers, Assistant Trust Officers, Controller, and Assistant Controller, as the Board may appoint from time to time. The Board may choose to delegate authority to elect officers other than the Chairman, Chief Executive Officer, President, Secretary, Vice Chairman and Executive Vice Presidents, to the Chief Executive Officer or President. Any person may hold two offices. The Chief Executive Officer and the President shall at all times be members of the Board of Directors.

 

Section 2. Term of Office

All officers shall be elected for and shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board of Directors in its sole discretion to discharge any officer at any time.

 

Section 3. Chairman of the Board

The Chairman of the Board shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors. He shall, when present, preside at all meetings of the shareholders and directors and shall be ex officio a member of all committees of the Board.

 

Section 4. Chief Executive Officer

The Chief Executive Officer, who may also be the Chairman or the President, shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors.

 

11

Section 5. President

The President shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the board of Directors. In addition, if designated by the Board of Directors, the President shall be the Chief Executive Officer and shall have all the powers and duties of the Chief Executive Officer, including the same power to name temporarily a Chief Executive Officer to serve in the absence of the President if there is a vacancy in the position of the chairman or in the event of the absence or incapacity of the Chairman.

 

Section 6. Vice Chairmen of the Board

The Board of Directors shall have the power to elect one or more Vice Chairmen of the Board of Directors. Any such Vice Chairman of the Board shall participate in the formation of the policies of the Association and shall have such other duties as may be assigned to him from time to time by the Chairman of the Board or by the Board of Directors.

 

Section 7. Other Officers

The Secretary and all other officers appointed by the Board of Directors shall have such duties as defined by law and as may from time to time be assigned to them by the Chief Executive Officer or the Board of Directors.

ARTICLE IV.

COMMITTES

 

Section 1. Compensation Committee

The duties of the Compensation Committee of the Association shall be carried out by the Compensation Committee of the financial holding company that is the parent of this Association.

 

Section 2. Committee on Audit

The duties of the Audit Committee of the Association shall be carried out by the Audit Committee of the financial holding company that is the parent of this Association.

 

Section 3. Trust Management Committee

The Board of Directors of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. All actions of the Trust Committee shall be reported to the Board of Directors.

 

Section 4. Other Committees

The Board of Directors may appoint, from time to time, other committees for such purposes and with such powers as the Board may direct.

 

12

ARTICLE V.

MINUTE BOOK

The organization papers of this Association, the Bylaws as revised or amended from time to time and the proceedings of all regular and special meetings of the shareholders and the directors shall be recorded in a minute book or books. All reports of committees required to be made to the Board shall be recorded in a minute book or shall be filed by the recording officer.

The minutes of each meeting of the shareholders and the Board shall be signed by the recording officer.

ARTICLE VI.

CONVEYANCES, CONTRACTS, ETC.

All transfers and conveyances of real estate, mortgages, and transfers, endorsements or assignments of stock, bonds, notes, debentures or other negotiable instruments, securities or personal property shall be signed by any elected or appointed officer.

All checks, drafts, certificates of deposit and all funds of the Association held in its own or in a fiduciary capacity may be paid out by an order, draft or check bearing the manual or facsimile signature of any elected or appointed officer of the Association.

All mortgage satisfactions, releases, all types of loan agreements, all routine transactional documents of the Association, and all other instruments not specifically provided for, whether to be executed in a fiduciary capacity or otherwise, may be signed on behalf of the Association by any elected or appointed officer thereof.

The Secretary or any Assistant Secretary of the Association or other proper officer may execute and certify that required action or authority has been given or has taken place by resolution of the Board under this Bylaw without the necessity of further action by the Board.

ARTICLE VII.

SEAL

The Association shall have no corporate seal.

ARTICLE VIII.

INDEMNIFICATION OF DIRECTORS,

OFFICERS, AND EMPLOYEES

 

Section 1. General.

The Association shall indemnify to the full extent permitted by and in the manner permissible under the Delaware General Corporation Law, as amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such amendment), any person made, or threatened to be made, a party to any action, suit, or proceeding, whether criminal, civil, administrative, or investigative, by

 

13

reason of the fact that such person (i) is or was a director, advisory director, or officer of the Association or any predecessor of the Association, or (ii) is or was a director, advisory director or officer of the Association or any predecessor of the Association and served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, advisory director, officer, partner, trustee, employee or agent at the request of the Association or any predecessor of the Association; provided, however, that the Association shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person, except for a proceeding contemplated by Section 4 of this Article VIII, only if such proceeding (or part thereof) was authorized by the Board of Directors.

 

Section 2. Advancement of Expenses.

The right to indemnification conferred in this Article VIII shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding or threatened proceeding in advance of its final disposition, such advances to be paid by the Association within 20 days after the receipt by the Association of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director, advisory director or officer in his or her capacity as a director, advisory director or officer (and not in any other capacity in which service was or is rendered by such person while a director, advisory director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking by or on behalf of such director, advisory director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director, advisory director or officer is not entitled to be indemnified under this Article VIII or otherwise.

 

Section 3. Procedure for Indemnification.

To obtain indemnification under this Article VIII, a claimant shall submit to the Association a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 3, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is

made by the claimant for a determination by Independent Counsel, (i) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum, or by a majority vote of a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, or (ii) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination.

 

14

Section 4. Certain Remedies.

If a claim under Section 1 of this Article VIII is not paid in full by the Association within thirty days after a written claim pursuant to Section 3 of this Article VIII has been received by the Association, or if a claim under Section 2 of this Article VIII is not paid in full by the Association within twenty days after a written claim pursuant to Section 2 of this Article VIII has been received by the Association, the claimant may at any time thereafter bring suit against the Association 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 of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Association) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors or Independent Counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Association (including its Board of Directors or Independent Counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

Section 5. Binding Effect.

If a determination shall have been made pursuant to Section 3 of this Article VIII that the claimant is entitled to indemnification, the Association shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VIII.

 

Section 6. Validity of this Article VIII.

The Association shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VIII that the procedures and presumptions of this Article VIII are not valid, binding and enforceable and shall stipulate in such proceeding that the Association is bound by all the provisions of this Article VIII.

 

Section 7. Nonexclusivity, etc.

The right to indemnification and the payment of expenses incurred in defending a proceeding or threatened proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, Bylaws, agreement, vote of

 

15

shareholders or Disinterested Directors or otherwise. No repeal or modification of this Article VIII, or adoption of any provision inconsistent herewith shall in any way diminish or adversely affect the rights of any present or former director, advisory director, officer, employee or agent of the Association or any predecessor thereof hereunder in respect of any occurrence or matter arising, or of any claim involving allegations of acts or omissions occurring or arising, prior to any such repeal or modification.

 

Section 8. Insurance.

The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Association maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to whom rights to indemnification have been granted as provided in Section 9 of this Article VIII, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.

 

Section 9. Indemnification of Other Persons.

The Association may grant rights to indemnification, and rights to be paid by the Association the expenses incurred in defending any proceeding in advance of its final disposition, to any present or former employee or agent of the Association or any predecessor of the Association to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors, advisory directors and officers of the Association.

 

Section 10. Severability.

If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph of this

Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

Section 11. Certain Definitions.

For purposes of this Article VI:

(1) “Disinterested Director” means a director of the Association who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

 

16

(2) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner that is experienced in matters of corporation law and shall include any such person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Association or the claimant in an action to determine the claimant’s rights under this Article VIII.

 

Section 12. Notices.

Any notice, request or other communication required or permitted to be given to the Association under this Article VIII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Association and shall be effective only upon receipt by the Secretary.

 

Section 13. Payments

Notwithstanding any other provision of this Article VIII, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 USC 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 USC 1828(k) and the associated regulations; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 USC 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be consistent with safe and sound banking practices.

ARTICLE IX.

AMENDMENTS

These Bylaws, or any of them, may be added to, altered, amended or repealed by the Board at any regular or special meeting of the Board.

ARTICLE X.

GOVERNING LAW

This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations.

October 20, 2014

 

17

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: December 23, 2014

 

By:  

/s/ Wally Jones

  Wally Jones
  Vice President

 

18

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2014

($000’s)

 

     9/30/2014  

Assets

   

Cash and Balances Due From Depository Institutions

    $ 6,169,498   

Securities

      96,412,984   

Federal Funds

      61,856   

Loans & Lease Financing Receivables

      244,220,646   

Fixed Assets

      4,101,858   

Intangible Assets

      13,291,012   

Other Assets

      22,775,893   
  

 

 

  

Total Assets

    $ 387,033,747   

Liabilities

   

Deposits

    $ 284,226,575   

Fed Funds

      1,282,645   

Treasury Demand Notes

      0   

Trading Liabilities

      565,781   

Other Borrowed Money

      42,642,374   

Acceptances

      0   

Subordinated Notes and Debentures

      5,023,000   

Other Liabilities

      12,043,509   
  

 

 

  

Total Liabilities

    $ 345,783,884   

Equity

   

Common and Preferred Stock

      18,200   

Surplus

      14,266,407   

Undivided Profits

      26,110,078   

Minority Interest in Subsidiaries

    $ 855,178   
  

 

 

  

Total Equity Capital

    $ 41,249,863   

Total Liabilities and Equity Capital

    $ 387,033,747   

 

19

EX-99.1 227 d805253dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AMSURG CORP.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$1,100,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 5.625% SENIOR NOTES

DUE 2022, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AS AMENDED (THE “SECURITIES ACT”), FOR ANY AND ALL OF ITS

OUTSTANDING UNREGISTERED 5.625% SENIOR NOTES DUE 2022

(CUSIP Nos. 03232PAC2 and U0018WAB2)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON

        , 2015 (THE 21ST BUSINESS DAY FOLLOWING COMMENCEMENT OF

THE EXCHANGE OFFER) (THE “EXPIRATION DATE”) UNLESS THE OFFER IS

EXTENDED. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE

EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

 

By Registered or Certified   By Facsimile   By Overnight Courier or
Mail:   (eligible institutions only):   Hand Delivery:
U.S. Bank National Association   (651) 466-7372   U.S. Bank National
Association
Attention: Specialized Finance     Attention: Specialized Finance
60 Livingston Avenue   Telephone Inquiries:   60 Livingston Avenue
Saint Paul, Minnesota 55107   (800) 934-6802   Saint Paul, Minnesota 55107

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER

THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF

TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN

AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE

INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE

READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Private Notes (as defined below) should complete this Letter of Transmittal either if Private Notes are to be forwarded herewith or if a tender of Private Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering Private Notes Through Brokers and Banks” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If a tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

 

1

Holders of Private Notes whose certificates for such Private Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis must tender their Private Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Private Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Private Notes are held of record by The Depository Trust Company (“DTC”).

The undersigned acknowledges receipt of the Prospectus dated , 2015 (as it may be amended or supplemented from time to time, the “Prospectus”) of AmSurg Corp., a Tennessee corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange up to $1,100,000,000 of its 5.625% senior notes due 2022 registered under the Securities Act (the “Exchange Notes”) for a like principal amount of its unregistered 5.625% senior notes due 2022 (the “Private Notes”).

The Company will pay interest semi-annually on January 15 and June 15 of each year for the Exchange Notes. The first interest payment date on the Exchange Notes will be June 15, 2015.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

 

2

All Tendering Holders Complete Box 1:

Box 1: Description of Private Notes Tendered Herewith*

5.625% SENIOR NOTES DUE 2022 (CUSIP Nos. 03232PAC2 and U0018WAB2)

 

Name(s) and Address(es) of Registered Holder(s)

(Please fill in, if blank, exactly as name(s) appear(s)
on Certificate(s)

    Certificate or
Registration Number(s)
of Private Notes**		      Aggregate Principal
Amount Represented by
Private Notes		    Aggregate Principal
Amount of Private Notes
Being Tendered***
                  
                  
                  
                  
                  
                  
     

 

   

 

     Total:         
     

 

   

 

 

* If the space provided is inadequate, list the certificate numbers and principal amount of Private Notes on a separate signed schedule and attach the list to this Letter of Transmittal.
** Need not be completed by book-entry holders.
*** The minimum permitted tender is $2,000 in principal amount. All tenders must be in the amount of $2,000 or in integral multiples of $1,000 in excess thereof. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Private Notes. See Instruction 2.

 

Box 2

Book-Entry Transfer

 

  ¨ CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

 

  Name of Tendering Institution:          
  Account Number:          
  Transaction Code Number:          

 

Holders of Private Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible, in lieu of delivery of an executed Letter of Transmittal. DTC participants that are accepting the Exchange Offer through DTC’s ATOP must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-

 

3

generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Private Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Private Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

 

Box 3

Notice of Guaranteed Delivery

(See Instruction 1 below)

 

  ¨ CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

 

  Name(s) of Registered Holder(s):

  

 

  Window Ticket Number (if any):

  

 

  Name of Eligible Guarantor Institution that Guaranteed Delivery:

  

 

  Date of Execution of Notice of Guaranteed Delivery:

  

 

  IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

  Name of Tendering Institution:

  

 

  Account Number:

  

 

  Transaction Code Number:

  

 

        

 

Box 4

Return of Non-Exchanged Private Notes

Tendered by Book-Entry Transfer

 

  ¨ CHECK HERE IF PRIVATE NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED PRIVATE NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

    

 

4

Box 5

Participating Broker-Dealer

 

   

¨

   CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE PRIVATE NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
   

Name:

  

 

Address:

  

 

     

The undersigned represents that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) neither it nor, to its knowledge, any other person receiving the exchange notes from it is engaging in, intends to engage in, and has no arrangement or understanding with anyone to participate in a distribution of the Exchange Notes within the meaning of the federal securities laws and (iii) neither it nor any other person receiving Exchange Notes from it is our affiliate as defined in Rule 405 under the Securities Act, or if it or any such other person is an affiliate, it or any such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer, it represents that it receives Exchange Notes for its own account in exchange for Private Notes, where such Private Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Private Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Private Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

 

5

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of the Private Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Private Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Private Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) with respect to the tendered Private Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) present and deliver certificates representing such Private Notes for transfer on the books of the Company, or transfer ownership of such Private Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Private Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, and (2) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Private Notes, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Private Notes tendered hereby, (b) when such tendered Private Notes are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Private Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Private Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Private Notes nor, to the holder of such Private Notes’ knowledge, any such other person is engaging in, intends to engage in, and has no arrangement or understanding with anyone to participate in a distribution of such Exchange Notes within the meaning of the federal securities laws, and that neither the holder of such Private Notes nor, to the holder of such Private Notes’ knowledge, any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Company, or if it or any such other person is an affiliate, it or any such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

The undersigned also acknowledges that the Exchange Offer is being made based on the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters, that the Exchange Notes issued in exchange for the Private Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise

 

6

transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and neither such holder nor, to such holder’s knowledge, any other person receiving the Exchange Notes from such the holder, is engaging in, intends to engage in, a distribution (within the meaning of the Securities Act) of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Private Notes, or to its knowledge, any other person receiving such Exchange Notes from it, is an affiliate of the Company, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution (within the meaning of the Securities Act) of the Exchange Notes or has any arrangement or understanding with respect to the distribution (within the meaning of the Securities Act) of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Private Notes, it represents that the Private Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Private Notes or transfer ownership of such Private Notes on the account books maintained by the book-entry transfer facility.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer— Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Private Notes tendered hereby and, in such event, the Private Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer— Conditions to the Exchange Offer” occur.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered Private Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal.

 

7

Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Private Notes for any Private Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Private Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Private Notes for any Private Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Private Notes Tendered Herewith.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF PRIVATE NOTES TENDERED HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE PRIVATE NOTES AS SET FORTH IN SUCH BOX.

 

8

Box 6

SPECIAL REGISTRATION INSTRUCTIONS

(See Instructions 4 and 5)

To be completed ONLY if certificates for the Private Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Private Notes whose name(s) appear(s) above.

 

   Issue:   

¨      Private Notes not tendered to:

   
     

¨      Exchange Notes to:

 

   
   Name(s):   

 

   
     

(Please Print or Type)

 

   
   Address:   

 

   
     

 

   
      (Include Zip Code)   
  

 

Daytime Area Code and Telephone Number:

   
     

 

   
  

 

Taxpayer Identification or Social Security Number:

   
     

 

   

    

 

Box 7

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 4 and 5)

To be completed ONLY if certificates for the Private Notes not tendered and/or certificates for the Exchange Notes are to be sent in the name of someone other than the registered holder(s) of the Private Notes whose name(s) appear(s) above.

 

  Issue:   

¨      Private Notes not tendered to:

   
    

¨      Exchange Notes to:

 

   
  Name(s):   

 

   
    

(Please Print or Type)

 

   
  Address:   

 

   
    

 

   
     (Include Zip Code)   
 

 

Daytime Area Code and Telephone Number:

   
    

 

   
 

 

Taxpayer Identification or Social Security Number:

   
    

 

   

    

 

9

Box 8

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying Substitute Form or applicable Form W-8)

Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Private Notes) of the Private Notes exactly as their name(s) appear(s) on the Private Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

 

  

 

   
   (Signature(s) of Holder(s))   

  Date:

   

 

   

  Name:

   

 

   
   (Please Type or Print)   
  Capacity (full title):   

         

   
  Address:   

 

   
   (Including Zip Code)   
  Daytime Area Code and Telephone Number:   

 

          
  Taxpayer Identification or Social Security Number:   

 

            

GUARANTEE OF SIGNATURE(S)

(If Required — See Instruction 4)

 

  Authorized Signature:   

 

              
  Date:  

 

   
  Name:  

 

   
  Title:  

 

   
  Name of Firm:  

 

   
      Address of Firm:   

 

   
 

 

   
     (Include Zip Code)   

 

            Area Code and Telephone Number:   

 

   
            Taxpayer Identification or Social Security Number:   

 

   

    

 

10

Box 9

PAYER’S NAME: U.S. BANK

 

 

Substitute    Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.   
Form W-9

Department of the

Treasury Internal

Revenue Service

 

Payer’s Request for

Taxpayer
Identification
Number

(TIN)

      

 

Name

 

Social Security Number

 

OR

 

Employer Identification Number

     

Part 3—

Awaiting TIN    ¨

  

 

Part 2—Certification—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:

  

(1)

    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
  

(2)

    I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
   (3)   

I am a U.S. person (including a U.S. resident alien).

  

CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).

  

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign Here:

  

Signature

  

Date

 

 

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.

Signature

  

 

      Date   

 

  

 

 

11

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the payee (You) to Give the Payer. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

 

For this type of account:

   

Give the

SOCIAL SECURITY

number of—

1.   Individual    The individual
2.   Two or more individuals (joint account)    The actual owner of the account or, if combined account fund, the first individual on the account1
3.   Custodian account of a minor (Uniform Gift to Minors Act    The minor2
4.   a.    The usual revocable savings trust account (grantor is also trustee)    The grantor-trustee1
  b.    So-called trust that is not a legal or valid trust under state law    The actual owner1
5.   Sole proprietorship or disregarded entity owned by an individual    The owner3

For this type of account:

   

Give the EMPLOYER

IDENTIFICATION number of—

6.   Disregarded entity not owned by an individual    The owner
7.   A valid trust, estate, or pension trust    The legal entity4
8.   Corporate    The corporation
9.   Association, club, religious, charitable, educational, or other tax-exempt organization account    The organization
10.   Partnership    The partnership
11.   A broker or registered nominee    The broker or nominee
12.   Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments    The public entity

 

1. List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
2. Circle the minor’s name and furnish the minor’s social security number.
3. You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

 

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

 

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON

SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

 

  •   An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

 

  •   The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

 

  •   An international organization or any agency or instrumentality thereof.

 

  •   A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

 

  •   A corporation.

 

  •   A financial institution.

 

  •   A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

 

  •   A real estate investment trust.

 

  •   A common trust fund operated by a bank under Section 584(a).

 

  •   An entity registered at all times during the tax year under the Investment Company Act of 1940.

 

  •   A middleman known in the investment community as a nominee or custodian.

 

  •   A futures commission merchant registered with the Commodity Futures Trading Commission.

 

  •   A foreign central bank of issue.

 

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  •   A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

 

  •   Payments to nonresident aliens subject to withholding under Section 1441.

 

  •   Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

 

  •   Payments of patronage dividends not paid in money.

 

  •   Payments made by certain foreign organizations.

 

  •   Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

 

  •   Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

 

  •   Payments described in Section 6049(b)(5) to nonresident aliens.

 

  •   Payments on tax-free covenant bonds under Section 1451.

 

  •   Payments made by certain foreign organizations.

 

  •   Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

 

14

Penalties

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

 

15

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

General

Please do not send certificates for Private Notes directly to the Company. Your certificates for Private Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Private Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

A holder of Private Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Private Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Private Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

Holders who wish to tender their Private Notes and (i) whose Private Notes are not immediately available or (ii) who cannot deliver their Private Notes, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Private Notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3. Holders may tender their Private Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of Private Notes, if applicable, the certificate number(s) of the Private Notes to be tendered and the principal amount of Private Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within five Nasdaq Global Select Market trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the Private Notes or a book-entry confirmation, and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; or (iii) the Exchange Agent receives a properly completed and executed Letter

 

16

of Transmittal, or facsimile thereof and the certificate(s) representing all tendered Private Notes in proper form or a confirmation of book-entry transfer of the Private Notes into the Exchange Agent’s account at the appropriate book-entry transfer facility and all other documents required by this Letter of Transmittal within five Nasdaq Global Select Market trading days after the Expiration Date.

Any Holder who wishes to tender Private Notes pursuant to the guaranteed delivery procedures described above and in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Private Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Private Notes for exchange.

2. Partial Tenders; Withdrawals.

Tenders of Private Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of Private Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Private Notes tendered in the column entitled “Description of Private Notes Tendered Herewith” in Box 1 above. A newly issued certificate for the Private Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Private Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Private Notes tendered pursuant to the Exchange Offer may be withdrawn upon the delivery of a written notice of withdrawal to the Exchange Agent at any time prior to the Expiration Date, after which tenders of Private Notes are irrevocable.

To be effective with respect to the tender of Private Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Private Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Private Notes to be withdrawn; (iii) identify the Private Notes to be withdrawn (including the principal amount of such Private Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Private Notes and the principal amount of Private Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Private Notes exchanged; (v) specify the name in which any such Private Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Private Notes promptly following receipt of notice of withdrawal. If Private Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the

 

17

book-entry transfer facility to be credited with the withdrawn Private Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Private Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Private Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Private Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Private Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Private Notes may be retendered by following the procedures described under the caption “The Exchange Offer— Procedures for Tendering Private Notes Through Brokers and Banks” in the Prospectus at any time on or prior to the Expiration Date.

Neither the Company, any affiliate or assigns of the Company, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

3. Beneficial Owner Instructions.

Only a holder of Private Notes (i.e., a person in whose name Private Notes are registered on the books of the registrar or, in the case of Private Notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Private Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Private Notes) of the Private Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

If any of the Private Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Private Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Private Notes.

 

18

When this Letter of Transmittal is signed by the registered holder(s) of Private Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Private Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Private Notes listed or the Exchange Notes are to be issued, or any untendered Private Notes are to be reissued, to a person other than the registered holder(s) of the Private Notes, such Private Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Private Notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, submit proper evidence satisfactory to the Company, in its sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Private Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Private Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Private Notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

5. Special Registration and Delivery Instructions.

Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Private Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the Private Notes by book-entry transfer may request that the Private Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

If no such instructions are given, the Exchange Notes (and any Private Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

 

19

6. Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Private Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Private Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the Holder of the Private Notes tendered hereby, or if tendered Private Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Private Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Private Notes listed in this Letter of Transmittal.

7. Amendments; Waiver of Conditions.

The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus. If any such waiver is initially only made to particular noteholders, the Company will extend such waiver to all noteholders. If the Exchange Offer is amended in a manner that the Company determines constitutes a material change, including the waiver of a material condition, the Company will promptly disclose that amendment by means of a prospectus supplement that will be distributed to the holders. The Company will also extend the Exchange Offer to the extent necessary to provide that at least five business days remain in the Exchange Offer following notice of the material change.

8. Mutilated, Lost, Stolen or Destroyed Securities.

Any holder whose Private Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

9. No Conditional Tenders; No Notice of Irregularities.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Private Notes for exchange. The Company reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Private Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Private Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Private Notes, neither the Company, the Exchange Agent nor any other person is under any obligation to give such notice nor shall

 

20

they incur any liability for failure to give such notification. Tenders of Private Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Private Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

10. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF PRIVATE NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE AS INDICATED IN THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Private Notes are accepted for exchange may be subject to backup withholding unless the holder provides the Exchange Agent with either (i) such holder’s correct taxpayer identification number (“TIN”) on the Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Private Notes is awaiting a TIN), (B) that the holder of Private Notes is not subject to backup withholding because (x) such holder of Private Notes is exempt from backup withholding, (y) such holder of Private Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Private Notes that he or she is no longer subject to backup withholding and (C) that the holder of Private Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Private Notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of Private Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any reportable payments that are made to such holder may be subject to backup withholding (see below).

Certain holders of Private Notes (including, generally, all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of Private Notes should indicate their exempt status on the Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit a Form W-8BEN (or other applicable Form W-8), signed under penalties of perjury, attesting to that holder’s exempt status. A Form W-8BEN (or other applicable Form W-8) can be obtained from the Exchange Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

 

21

If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments made to the holder of Private Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if the surrendering holder of Private Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Private Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Private Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Private Notes. If the Private Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

 

22

EX-99.2 228 d805253dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

AMSURG CORP.

OFFER TO EXCHANGE

$1,100,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 5.625% SENIOR NOTES DUE 2022,

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED 5.625% SENIOR

NOTES DUE 2022 (CUSIP Nos. 03232PAC2 and U0018WAB2)

            , 2015

To Brokers, Dealers, Commercial Banks,

Trust Companies and other Nominees:

As described in the enclosed Prospectus, dated             , 2015 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), AmSurg Corp., a Tennessee corporation (the “Company”), is offering to exchange (the “Exchange Offer”) an aggregate principal amount of up to $1,100,000,000 of its 5.625% senior notes due 2022 registered under the Securities Act (the “Exchange Notes”) for its unregistered 5.625% senior notes due 2022 (the “Private Notes”). The Company will accept for exchange any and all Private Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD PRIVATE NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

Enclosed herewith are copies of the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use in connection with the tender of Private Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);

3. A form of Notice of Guaranteed Delivery; and

4. A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Private Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer.

Your prompt action is requested. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on            , 2015 (the “Expiration Date”), unless extended by the Company.

To participate in the Exchange Offer, either (1) certificates for Private Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, (2) a timely confirmation of a book-entry transfer of such Private Notes into the account of U.S. Bank National Association (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, including an Agent’s Message, or (3) a validly submitted Notice of Guaranteed Delivery, must be received by the Exchange Agent on or prior to the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Private Notes pursuant to the Exchange Offer. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the exchange of Private Notes, except as otherwise provided in the Prospectus and Letter of Transmittal.

If holders of the Private Notes wish to tender, but it is impracticable for them to forward their Private Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to the Exchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal.

 

Very truly yours,
AmSurg Corp.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

EX-99.3 229 d805253dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

AMSURG CORP.

OFFER TO EXCHANGE

$1,100,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 5.625% SENIOR NOTES DUE 2022,

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED 5.625% SENIOR

NOTES DUE 2022 (CUSIP Nos. 03232PAC2 and U0018WAB2)

            , 2015

To Our Clients:

Enclosed for your consideration are a Prospectus, dated             , 2015 (as the same may be amended or supplemented from time to time, the “Prospectus”) and a Letter of Transmittal and instructions thereto (the “Letter of Transmittal”) in connection with the offer by AmSurg Corp., a Tennessee corporation (the “Company”), to exchange (the “Exchange Offer”) an aggregate principal amount of up to $1,100,000,000 of its 5.625% senior notes due 2022 registered under the Securities Act (the “Exchange Notes”) for its unregistered 5.625% senior notes due 2022 (the “Private Notes”) upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus. All capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2015 (THE “EXPIRATION DATE”), UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFER.

The enclosed materials are being forwarded to you as the beneficial owner of the Private Notes held by us for your account but not registered in your name. A tender of such Private Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Private Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Private Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish to tender any or all such Private Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your Private Notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Private Notes.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Private Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Private Notes held by us for your account.

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus, dated             , 2015 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by AmSurg Corp. (the “Company”) to exchange an aggregate principal amount of up to $1,100,000,000 of its Exchange Notes which have been registered under the Securities Act for any and all of its outstanding Private Notes upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, to tender the principal amount of the Private Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

 

  Box 1 ¨        Please tender the Private Notes held by you for my account, as indicated below.

 

  Box 2 ¨        Please do not tender any Private Notes held by you for my account.

  Date:                                              

If the undersigned instructs you to tender the Private Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Private Notes, including but not limited to the representations that the undersigned (i) it is not affiliate of the Company as defined in Rule 405 under the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (ii) it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Exchange Notes, (iii) any Exchange Notes to be received by it will be acquired in the ordinary course of its business and (iv) it is not engaged in and does not intend to engage in a distribution (within the meaning of the Securities Act) of Exchange Notes. If a holder of the Private Notes is an affiliate of the Company, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction of the Exchange Notes.

 

 

 

  

 

Signature(s)  

 

  Principal Amount of Private Notes to be Tendered: *

    
  $                                                                                    

 

  

 

  (Must be in minimum denominations of $2,000 and

  integral multiple(s) of $1,000 in excess thereof.)

    

 

  * Unless otherwise indicated, the entire principal amount held for the account of the beneficial owner will be tendered.

 

   Please Print Name(s) Here:  

 

  
    

 

  
   Please Type or Print Address Here:  

 

  
    

 

  
   Area Code and Telephone Number:  

 

  
   Taxpayer Identification or Social Security Number:  

 

  
   My Account Number With You:  

 

  
EX-99.4 230 d805253dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

AMSURG CORP.

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE

$1,100,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 5.625% SENIOR NOTES DUE 2022,

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED 5.625% SENIOR

NOTES DUE 2022 (CUSIP Nos. 03232PAC2 and U0018WAB2)

Dated            , 2015

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

 

By Registered or Certified   By Facsimile   By Overnight Courier or
Mail:   (eligible institutions only):   Hand Delivery:
U.S. Bank National Association   (651) 466-7372   U.S. Bank National Association
Attention: Specialized Finance     Attention: Specialized Finance
60 Livingston Avenue   Telephone Inquiries:   60 Livingston Avenue
Saint Paul, Minnesota 55107   (800) 934-6802   Saint Paul, Minnesota 55107

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This form, or one substantially equivalent hereto, must be used to accept the offer made by AmSurg Corp., a Tennessee corporation (the “Company”), to exchange its 5.625% senior notes due 2022 registered under the Securities Act (the “Exchange Notes”) for its unregistered 5.625% senior notes due 2022 (the Private Notes”) pursuant to the Prospectus, dated            , 2015 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 5:00 p.m., New York City time, on            , 2015 (the “Expiration Date”). This form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below and must be received by the Exchange Agent prior to the Expiration Date. In addition, in order to utilize the guaranteed delivery procedure to tender the Private Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) together with the Private Notes or a book-entry confirmation and any other documents required by the Letter of Transmittal, must be received by the Exchange Agent within five (5) Nasdaq Global Select Market trading days after the Expiration Date. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution, such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Private Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.

 

Certificate Number(s) (if known) of

Private Notes or Account Number

At Book-Entry Transfer Facility

        

Aggregate Principal

Amount Represented by

Private Notes

        

Aggregate Principal

Amount of Private Notes

Tendered

                                                                                                                                                                                 
                                                                                                                                                                                 
                                                                                                                                                                                 

PLEASE SIGN AND COMPLETE

 

Signature(s):

   

 

       Name(s):                                                                                          

Address:

   

 

       Capacity (full title), if signing in a representative
  

 

       capacity:                                                                                          
   (Zip Code)                       

Area Code and Telephone Number:                                                                                                                         

Dated:                                                            

¨ Check this Box if the Private Notes will be delivered by book-entry transfer to The Depository Trust Company.

Account Number:                                                                                                                         

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

GUARANTEE OF DELIVERY

(Not To Be Used for Signature Guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Private Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Private Notes complies with Rule 14e-4 under the Exchange Act and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Private Notes, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or a book-entry confirmation (a confirmation of a book-entry transfer of the Private Notes into the Exchange Agent’s account at The Depository Trust Company), and any other documents required by the Letter of Transmittal within five (5) Nasdaq Global Select Market trading days after the Expiration Date.

 

  Name of Firm:

   

 

  

  Authorized Signature:

   

 

  

  Title:

   

 

  

  Address:

   

 

  
  

 

  
(Zip Code)

  Area Code and Telephone Number:

   

 

  

  Dated:

   

 

  

NOTE: DO NOT SEND PRIVATE NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. PRIVATE NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

 

1. Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No notice of Guaranteed Delivery should be sent to the Company.

 

2. Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Private Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Private Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Private Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Private Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

 

3. Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

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