Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Ardent Health Services - Form S-1 HTML 3.43M
2: EX-3.1 EX-3.1 Ardent Health - Certificate of Formation 1 48K
11: EX-3.10 EX-3.10 Ahs Kentucky Holdings Bylaws 16 103K
101: EX-3.100 EX-3.100 Certificate of Formation Lebanon Hospital 1 48K
102: EX-3.101 EX-3.101 Operating Agreement Lebanon Hospital 5 55K
103: EX-3.102 EX-3.102 Mesilla Valley Agreement & Certificate 24 89K
104: EX-3.103 EX-3.103 Mesilla Valley Articles of Incorporation 4 55K
105: EX-3.104 EX-3.104 Mesilla Valley Mental Health Bylaws 2 51K
106: EX-3.105 EX-3.105 Northern Indiana Hospital Certificate 1 48K
107: EX-3.106 EX-3.106 Northern Indiana Hospital Agreement 6 57K
108: EX-3.107 EX-3.107 Valle Vista Hospital Certificate 2 49K
109: EX-3.108 EX-3.108 Valle Vista LLC Operating Agreement 6 57K
110: EX-3.109 EX-3.109 Certificate of Formation Willow Springs 1 48K
12: EX-3.11 EX-3.11 Ahs Kentucky Hospitals Certficate 2 53K
111: EX-3.110 EX-3.110 Operating Agreement of Willow Springs 5 55K
13: EX-3.12 EX-3.12 Ahs Kentucky Hospitals Bylaws 16 103K
14: EX-3.13 EX-3.13 Ahs Louisiana Certificate of Incorporation 2 52K
15: EX-3.14 EX-3.14 Ahs Louisiana Holdings Bylaws 13 80K
16: EX-3.15 EX-3.15 Ahs Louisiana Hospitals Certificate 2 53K
17: EX-3.16 EX-3.16 Ahs Louisiana Hospitals Bylaws 16 102K
18: EX-3.17 EX-3.17 Charter of Ahs Management Company, Inc. 4 59K
19: EX-3.18 EX-3.18 Bylaws of Ahs Management Company, Inc. 2 50K
20: EX-3.19 EX-3.19 Ahs New Mexico Incorporation Certificate 5 58K
3: EX-3.2 EX-3.2 Ardent Health - Limited Liability Agreement 72 258K
21: EX-3.20 EX-3.20 Bylaws of Ahs New Mexico Holdings, Inc. 14 112K
22: EX-3.21 EX-3.21 Ahs Research & Review Certificate 3 53K
23: EX-3.22 EX-3.22 Ahs Research & Review Company Agreement 17 99K
24: EX-3.23 EX-3.23 Ahs Samaritan Hospital Articles 2 50K
25: EX-3.24 EX-3.24 Ahs Samaritan Operating Agreement 21 138K
26: EX-3.25 EX-3.25 Ahs S.E.D Medical Laboratories Articles 7 59K
27: EX-3.26 EX-3.26 Bylaws of Ahs S.E.D Medical Laboratories 2 52K
28: EX-3.27 EX-3.27 Ahs Summit Hospital Formation Certificate 1 48K
29: EX-3.28 EX-3.28 Ahs Summit Hospital Company Agreement 21 137K
30: EX-3.29 EX-3.29 Ardent Medical Services Incorporation 5 55K
4: EX-3.3 EX-3.3 Ardent Health - Incorporation Certificate 5 57K
31: EX-3.30 EX-3.30 Bylaws of Ardent Medical Services 14 102K
32: EX-3.31 EX-3.31 Behavioral Healthcare Corp Certificate 3 58K
33: EX-3.32 EX-3.32 Behavioral Healthcare Amended Bylaws 15 97K
34: EX-3.33 EX-3.33 Bhc Alhambra Hospital, Inc. Charter 3 56K
35: EX-3.34 EX-3.34 Bylaws of Bhc Alhambra Hospital, Inc. 2 50K
36: EX-3.35 EX-3.35 Charter of Bhc Belmont Pines Hospital 3 56K
37: EX-3.36 EX-3.36 Bylaws of Belmont Pines Hospital 2 50K
38: EX-3.37 EX-3.37 Articles of Incorporation Bhc Cedar Vista 3 51K
39: EX-3.38 EX-3.38 Bylaws of Bhc Cedar Vista Hospital 4 54K
40: EX-3.39 EX-3.39 Charter of Bhc Columbus Hospital, Inc. 4 58K
5: EX-3.4 EX-3.4 Bylaws of Ardent Health Services 2 50K
41: EX-3.40 EX-3.40 Bylaws of Bhc Columbus Hospital, Inc. 2 50K
42: EX-3.41 EX-3.41 Charter of Bhc Fairfax Hospital, Inc. 3 56K
43: EX-3.42 EX-3.42 Bylaws of Bhc Fairfax Hospital, Inc. 2 50K
44: EX-3.43 EX-3.43 Charter of Bhc Fox Run Hospital, Inc. 3 56K
45: EX-3.44 EX-3.44 Bylaws of Bhc Fox Run Hospital, Inc. 2 50K
46: EX-3.45 EX-3.45 Charter of Bhc Fremont Hospital, Inc. 3 56K
47: EX-3.46 EX-3.46 Bylaws of Bhc Fremont Hospital, Inc. 2 50K
48: EX-3.47 EX-3.47 Charter of Bhc Gulf Coast Management 3 56K
49: EX-3.48 EX-3.48 Bylaws of Bhc Gulf Coast Management 2 50K
50: EX-3.49 EX-3.49 Bhc Health Services Articles 4 55K
6: EX-3.5 EX-3.5 Ahs Albuquerque - Articles of Incorporation 4 55K
51: EX-3.50 EX-3.50 Bylaws Bhc Health Services of Nevada 2 49K
52: EX-3.51 EX-3.51 Charter of Bhc Heritage Oaks Hospital 3 56K
53: EX-3.52 EX-3.52 Bylaws of Bhc Heritage Oaks Hospital 2 50K
54: EX-3.53 EX-3.53 Bhc Hospital Holdings Certificate 2 50K
55: EX-3.54 EX-3.54 Bylaws of Bhc Hospital Holdings, Inc. 16 104K
56: EX-3.55 EX-3.55 Charter of Bhc Intermountain Hospital 3 56K
57: EX-3.56 EX-3.56 Bylaws of Bhc Intermountain Hospital, Inc. 2 50K
58: EX-3.57 EX-3.57 Charter of Bhc Lebanon Hospital, Inc. 4 58K
59: EX-3.58 EX-3.58 Bylaws of Bhc Lebanon Hospital, Inc. 2 50K
60: EX-3.59 EX-3.59 Bhc Management Holdings Certificate 2 50K
7: EX-3.6 EX-3.6 Ahs Albuquerque Operating Agreement 17 121K
61: EX-3.60 EX-3.60 Bylaws of Bhc Management Holdings, Inc. 16 104K
62: EX-3.61 EX-3.61 Certificate of Formation Bhc Management 1 48K
63: EX-3.62 EX-3.62 Bhc Management Services Agreement 6 60K
64: EX-3.63 EX-3.63 Certificate of Formation Bhc Management 1 48K
65: EX-3.64 EX-3.64 Bhc Management of Indiana Co. Agreement 6 55K
66: EX-3.65 EX-3.65 Bhc Management of Kentucky Certifcate 2 50K
67: EX-3.66 EX-3.66 Bhc Management of Kentucky Agreement 6 55K
68: EX-3.67 EX-3.67 Bhc Services New Mexico Certifcate 2 51K
69: EX-3.68 EX-3.68 Bhc Services New Mexico Agreement 6 55K
70: EX-3.69 EX-3.69 Bhc Services Streamwood, LLC Certificate 2 50K
8: EX-3.7 EX-3.7 Ahs Cumberland Articles of Organization 1 48K
71: EX-3.70 EX-3.70 Bhc Services Streamwood, LLC Agreement 6 55K
72: EX-3.71 EX-3.71 Bhc Meadows Partner Certificate 5 58K
73: EX-3.72 EX-3.72 Bylaws of Bhc Meadows Partner, Inc. 2 50K
74: EX-3.73 EX-3.73 Bhc Montevista Hospital Articles 4 56K
75: EX-3.74 EX-3.74 Bylaws of Bhc Montevista Hospital, Inc. 2 49K
76: EX-3.75 EX-3.75 Bhc Northwest Certificate of Formation 1 48K
77: EX-3.76 EX-3.76 Bhc Northwest Company Agreement 19 102K
78: EX-3.77 EX-3.77 Agreement of Partnership of Bhc Indiana 17 96K
79: EX-3.78 EX-3.78 Charter of Bhc of Northern Indiana, Inc. 4 59K
80: EX-3.79 EX-3.79 Bylaws of Bhc of Northern Indiana, Inc. 2 50K
9: EX-3.8 EX-3.8 Ahs Cumberland Operating Agreement 17 120K
81: EX-3.80 EX-3.80 Bhc Service Kentucky Formation Certificate 2 51K
82: EX-3.81 EX-3.81 Bhc Services Kentucky Company Agreement 6 55K
83: EX-3.82 EX-3.82 Charter of Bhc Pinnacle Pointe Hospital 3 56K
84: EX-3.83 EX-3.83 Bylaws of Bhc Pinnacle Pointe Hospital 2 50K
85: EX-3.84 EX-3.84 Charter of Bhc Properties, Inc. 3 57K
86: EX-3.85 EX-3.85 Bylaws of Bhc Properties, Inc. 2 50K
87: EX-3.86 EX-3.86 Charter of Bhc Sierra Vista Hospital, Inc. 3 56K
88: EX-3.87 EX-3.87 Bylaws of Bhc Sierra Vista Hospital, Inc. 2 50K
89: EX-3.88 EX-3.88 Charter of Bhc Spirit of St Louis Hospital 3 56K
90: EX-3.89 EX-3.89 Bylaws of Bhc Spirit of St Louis Hospital 2 50K
10: EX-3.9 EX-3.9 Ahs Kentucky Certificate of Incorporation 2 53K
91: EX-3.90 EX-3.90 Charter of Bhc Streamwood Hospital, Inc. 3 56K
92: EX-3.91 EX-3.91 Bylaws of Bhc Streamwood Hospital, Inc. 2 50K
93: EX-3.92 EX-3.92 Charter of Bhc Valle Vista Hospital, Inc. 3 56K
94: EX-3.93 EX-3.93 Bylaws of Bhc Valle Vista Hospital, Inc. 2 50K
95: EX-3.94 EX-3.94 Articles of Incorporation Bhc Windsor 4 55K
96: EX-3.95 EX-3.95 Bylaws of Bhc Windsor Hospital, Inc. 4 52K
97: EX-3.96 EX-3.96 Columbus Hospital Certificate of Formation 1 48K
98: EX-3.97 EX-3.97 Operating Agreement of Columbus Hospital 5 56K
99: EX-3.98 EX-3.98 Indiana Psychiatric Institutes Certificate 8 68K
100: EX-3.99 EX-3.99 Bylaws of Indiana Psychiatric Institutes 23 123K
112: EX-4.1 EX-4.1 Ardent Health Services Indenture 08/19/03 140 535K
113: EX-4.4 EX-4.4 Amended Intercompany Promissory Note 5 60K
114: EX-4.5 EX-4.5 Amended and Restated Security Agreement 21 114K
115: EX-4.6 EX-4.6 Intercreditor and Subordination Agreement 18 117K
116: EX-4.7 EX-4.7 Collateral Assignment 7 63K
117: EX-4.8 EX-4.8 Registration Rights Agreement 26 146K
118: EX-5.1 EX-5.1 Opinion of Ropes & Gray LLP 3 53K
119: EX-10.1 EX-10.1 Ardent Health Credit Agreement 08/19/03 124 596K
128: EX-10.10 EX-10.10 Employment Agreement N Becker 05/05/03 10 85K
129: EX-10.11 EX-10.11 Employment Agreement J Hopping 06/01/02 10 88K
130: EX-10.12 EX-10.12 Employment Agreement V Westrich 09/13/01 10 85K
131: EX-10.13 EX-10.13 Indemnification Agreement Page Barnes 10 80K
132: EX-10.14 EX-10.14 Indemnification Agreement J Hopping 10 80K
133: EX-10.15 EX-10.15 Indemnification Agreement S Petrovich 10 80K
134: EX-10.16 EX-10.16 Indemnification Agreement D Vanderwater 10 80K
135: EX-10.17 Ex-10.16 Indemnification Agreement V Westrich 10 80K
120: EX-10.2 Ardent Health - 10.2% Senior Notes 08/15/14 19 113K
121: EX-10.3 EX-10.3 Adrent Health Option & Unit Plan 12 88K
122: EX-10.4 EX-10.4 Non Qualified Interest Option Agreement 9 73K
123: EX-10.5 EX-10.5 Ardent Subscription Agreement 09/25/01 25 115K
124: EX-10.6 EX-10.6 Ardent Subscription Agreement 12/11/02 30 146K
125: EX-10.7 EX-10.7 Professional Services Agreement 12/11/02 4 55K
126: EX-10.8 EX-10.8 Letter Agreement 01/30/02 3 55K
127: EX-10.9 EX-10.9 Employment Agreement Page Barnes 05/02/01 11 86K
136: EX-12 EX-12 Computation of Ratios Statement 2± 51K
137: EX-21 EX-21 Subsidiaries of Ardent Health Services LLC 3 53K
138: EX-23.1 EX-23.1 Consent of Kpmg LLP 1 48K
139: EX-23.2 EX-23.2 Consent of Ernst & Young LLP 4 51K
140: EX-23.3 EX-23.3 Consent of Pricewaterhousecoopers LLP 1 47K
141: EX-25 EX-25 Form T-1 Statement of Eligibility 8 88K
142: EX-99.1 EX-99.1 Letter of Transmittal 18 121K
143: EX-99.2 EX-99.2 Notice of Guaranteed Delivery 4 60K
144: EX-99.3 EX-99.3 Form of Letter to Brokers 2 51K
145: EX-99.4 EX-99.4 Form of Letter to Clients 3 55K
EX-3.99 — EX-3.99 Bylaws of Indiana Psychiatric Institutes
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EXHIBIT 3.99
BYLAWS
OF
INDIANA PSYCHIATRIC INSTITUTES, INC.
(A DELAWARE CORPORATION)
ARTICLE I. OFFICES
1.01 PRINCIPAL AND BUSINESS OFFICES. The Corporation may have such
principal and other business offices as the Board of Directors may designate or
as the business of the Corporation may require from time to time or at anytime.
1.02 REGISTERED OFFICE. The registered office of the Corporation
required by the General Corporation Law of the State of Delaware to be
maintained in the State of Delaware may be, but need not be, identical with the
principal office, and the address of the registered office may be changed from
time to time or at anytime by the Board of Directors or by the registered
agent. The business office of the registered agent of the Corporation need not
be identical to such registered office.
1.03 TRADE NAME. The Corporation shall operate in the State of
Indiana under the trade name "THE MEADOWS HOSPITAL" or such other name or names
approved by the Corporation's Board of Directors.
ARTICLE II. SHAREHOLDERS
2.01 ANNUAL MEETING. The annual meeting of the shareholders shall
be held on either (a) the one hundred and fifteenth (115th) day after the end
of each fiscal year; or (b) such earlier date as may be announced by written
notice not less than ten (10) nor more than sixty (60) days in advance of such
meeting, which notice shall state the date, hour, and place thereof. The
purpose of the meeting shall be to elect directors and transact such other
business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Delaware, such meeting shall
be held on the next succeeding business day. If the election of directors is
not held on the day designated or fixed as herein provided, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders to be called as soon thereafter as may be convenient.
2.02 SPECIAL MEETING. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or the Board of Directors or by the person designated in the
written request of the holders of not less than twenty-five percent (25%) of
all shares of the Corporation entitled to vote at the meeting.
2.03 PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the
Corporation. Any meeting may be adjourned to reconvene at any place designated
by vote of a majority of the shares present thereat.
2.04 NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally,
telephonically, by overnight express courier service or by United States mail
(registered or certified, return receipt requested), by or at the direction of
the Board of Directors, the President or the Secretary, or other officer or
person calling the meeting, to each shareholder of record entitled to vote at
such meeting. Notice shall be deemed to have been given upon receipt or, if
mailed, when deposited in the United States mail, (properly addressed with
postage prepaid thereon), directed to the shareholder at his address as it
appears on the stock record of the Corporation. Notwithstanding anything herein
to the contrary, written notice actually and timely received shall be effective
regardless of method of delivery.
2.05 CLOSING OF TRANSFER BOOKS AND 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 shareholders entitled to
receive any 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
stock transfer books shall be closed for a stated period not to exceed, in any
case, sixty (60) 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 (10) 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 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 stock 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, such determination
shall apply to any adjournment thereof.
2.06 VOTING RECORDS. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall, before each meeting
of shareholders, make a complete record of the shareholders entitled to vote at
each meeting or adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each shareholder. Such list shall
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 stock transfer books shall be prima facia evidence as to
who are the shareholders entitled to examine such record or transfer books or
to vote at any meeting of shareholders. Failure to comply with the requirements
of this section shall not affect the validity of any action taken at such
meeting.
2
2.07 QUORUM. Except as otherwise provided in the articles of
incorporation, (such articles and any amendments thereof being collectively
referred to as the "Articles of Incorporation"), a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the particular subject matter shall be the act of the shareholders, unless the
vote of a greater number is required by law, the Articles of Incorporation,
these Bylaws or other binding agreement. Though less than a quorum of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
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.
2.08 CONDUCT OF MEETINGS. The President and, in his absence, a
Vice President (in the order provided under Section 4.07) and, in their
absence, any person chosen by the shareholders present shall call the meeting
of the shareholders to order and shall act as chairman of the meeting, and the
Secretary of the Corporation shall act as secretary of all meetings of the
shareholders, but in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.
2.09 PROXIES. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy appointed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any
time before it is voted, either by written notice filed with the Secretary or
the acting secretary of the meeting or by oral notice given by the shareholder
who has filed such proxy. The presence of a shareholder who has filed his proxy
shall not of itself constitute a revocation thereof. The Board of Directors
shall have the power and authority to make rules establishing presumptions as
to the validity and sufficiency of proxies.
2.10 VOTING.
(a) Except as otherwise provided by statute or by the
Articles of Incorporation, at each meeting of shareholders each holder of
record of stock of the Corporation entitled to vote thereat shall be entitled
to one vote for each share of stock held by him and registered in his name on
the books of the Corporation.
(b) Except as otherwise provided herein, by statute or
by the Articles of Incorporation, the affirmative vote (either in person or by
proxy) of those holding of record in the aggregate at least a majority of the
issued and outstanding shares of stock of the Corporation entitled to vote at a
meeting of shareholders with respect to a particular issue shall be necessary
and sufficient to decide such issue.
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(c) Each shareholder entitled to vote may vote by
proxy; provided, however, that the instrument authorizing such proxy to act
shall be filed with the records of the Corporation as described in Section 2.09
hereof.
2.11 VOTING OF SHARES BY CERTAIN HOLDERS.
(a) Other Legal Entities. Shares standing in the name of
another corporation, foundation, or other legal entity may be voted either in
person or by proxy by such person as shall have been appointed by a majority of
the shareholders or the governing body of that corporation, foundation or other
legal entity.
(b) Legal Representative and Fiduciaries. Shares held by
an administrator, trustee, executor, guardian, conservator, trustee in
bankruptcy, receiver, or assignee for creditors may be voted by him, either in
person or by proxy, without a transfer of such shares into his name, provided
that there is filed with the Secretary before or at the time of meeting proper
evidence of his incumbency and the number of shares held. Shares standing in the
name of a fiduciary may be voted by him, either in person or by proxy. A proxy
executed by a fiduciary shall be conclusive evidence of a signer's authority to
act, in the absence of express notice to this Corporation given in writing to
the Secretary of this Corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.
(c) Pledgees. 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 shall be entitled to
vote the shares so transferred.
(d) Minor. Unless prior to any vote of shareholders the
Secretary of the Corporation has received written notice or has actual knowledge
that a shareholder is a minor, shares held by such shareholder may be voted by
such shareholder in person or by proxy and no such vote shall be subject to
disaffirmance or avoidance.
(e) Incompetents and Spendthrifts. Shares held by an
incompetent or spendthrift may be voted by such incompetent or spendthrift in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has actual
knowledge that such shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge of filing of judicial proceedings for
appointment of a guardian.
(f) Joint Tenants. Shares registered in the names of two
or more individuals who are named in the registration as joint tenants may be
voted in person or by proxy signed by any one or more of such individuals if
either (1) no other such individual or his legal representative is present and
claims the right to participate in the voting of such shares or prior to the
vote files with the Secretary of the Corporation contrary written voting
authorization or direction or written denial of authority of the individual
present or signing the proxy proposed
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to be voted; or (2) all such other individuals are deceased and the Secretary
of the Corporation has no actual knowledge that the survivor has been
adjudicated not to be successor to the interests of those deceased and the
Secretary of the Corporation has no actual knowledge that the survivor has been
adjudicated not to be successor to the interests of those deceased.
2.12 WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice
whatsoever is required to be given to any shareholder of the Corporation under
the Articles of Incorporation, these Bylaws or any provision of law, a waiver
thereof in writing signed at any time, whether before or after the time of
meeting, by the shareholder entitled to such notice shall be deemed equivalent
to the giving of such notice; provided that such waiver in respect to any
matter of which notice is required under any provision of the General
Corporation Law of the State of Delaware shall contain the same information as
would have been required to be included in such notice, except the time and
place of meeting. The attendance of any shareholder at a meeting shall
constitute a waiver of notice of such meeting, except where a shareholder
attends a meeting and objects thereat to the transaction of any business
because the meeting is not lawfully called or convened.
2.13 CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Articles of Incorporation or by law, 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 written consent, setting
forth the action so taken, is signed, in person or by proxy, 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. Such consent shall be filed
with the minutes of the meetings of shareholders in the records of the
Corporation. 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 thereto.
ARTICLE III. BOARD OF DIRECTORS
3.01 GENERAL POWERS, NUMBER AND QUALIFICATIONS.
(a) The business and affairs of the Corporation shall be
managed by its Board of Directors. The number of directors of the Corporation
shall be five (5) provided, however, that the Board of Directors may increase or
decrease the number of directors from time or at any time, but in no event shall
a decrease in the number of directors cause any director to be removed from
office (except as otherwise provided herein, in the Articles of Incorporation or
by law) prior to the expiration of his term.
(b) No person shall be eligible to serve as a director of
the Corporation unless he or she shall (1) have had substantial experience in
the health care industry; or (2) have sufficient training or experience in law
and/or business, to enable him or her to make prudent judgments concerning the
business operations of the Corporation. Unless otherwise prohibited, members of
the medical staff of any facility operated or managed by the Corporation (the
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"Facilities") are eligible for full membership on the Board of Directors in the
same manner as other individuals.
(c) All new members of the Board of Directors whenever
appointed or elected, shall participate in an orientation program to assist
them in understanding the responsibilities, operations and structure of the
Board of Directors and of the Facilities. All members of the Board of Directors
shall be provided information by the Chief Executive Officer of the Facilities
relating to the Board of Director's responsibility for quality care and the
Facilities' quality assurance programs, as well as a program of continuing
education to provide members of the Board of Directors with current information
as to their responsibilities and to enable them to evaluate their performance.
3.02 ELECTION OF OFFICE. The members of the Board of Directors
shall be elected by written ballot at the annual meeting of the shareholders by
a majority of the votes cast. Each director shall hold office until the annual
meeting of the shareholders next succeeding his election and until his
successor is duly elected and qualified or until his earlier death, resignation
or removal.
3.03 DUTIES, POWERS AND COMMITTEES.
(a) The Board of Directors shall be responsible for the
control and management of the affairs, property and interests of the
Corporation and may exercise all powers of the Corporation, except as herein
provided, or except as may be expressly conferred upon or reserved to the
shareholders by the Articles of Incorporation or by law.
(b) As long as any Facility shall be accredited or seek
to be accredited by the Joint Commission on Accreditation of Healthcare
Organizations ("JCAHO"), the Board of Directors shall be responsible for
establishing policy, maintaining quality patient care and providing for
institutional management and planning.
(c) The Board of Directors may create and appoint
committees to assist the directors in the conduct of the Corporation's affairs.
In furtherance thereof, the Board of Directors shall constitute and appoint a
Governing Body which may consist of the members of the Board of Directors or
other persons so designated, which members of the Governing Body shall serve in
such capacity until the expiration of terms as determined by the Board of
Directors, until removal by the Board of Directors or until such member's
resignation. It is intended that the Governing Body shall exist and function to
comply with all requirements of any statute, regulation or accreditation
agency, including without limitation the JCAHO, with respect to the operation
of the Facility. The provisions of these Bylaws which apply to directors and
officers and which comply with and implement JCAHO requirements shall apply
with full force and effect to the operations and functioning of the Governing
Body.
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3.04 ANNUAL AND REGULAR MEETINGS; NOTICE.
(a) A regular annual meeting of the Board of Directors
shall be held, without notice other than provided herein, immediately following
the annual meeting of the shareholders of the Corporation, at the place of such
annual meeting of shareholders or such other suitable place as may be announced
at such meeting of shareholders.
(b) The Board of Directors shall hold regular quarterly
meetings (one of the quarterly meeting may also be the annual meeting), and
shall document the proceedings of such meetings. Additionally, the Board of
Directors may, from time to time or at any time, provide by resolution for the
holding of other regular meetings of the Board of Directors and may fix the
time and place thereof.
(c) Notice of any regular meeting of the Board of
Directors, as fixed by resolution, shall not be required to be given; provided,
however, that in case the Board of Directors shall fix or change the time or
place of any regular meeting, notice of such action shall be mailed promptly to
each director who shall not have been present at the meeting at which such
action was taken, addressed to him at his residence or usual place of business.
(d) The medical staff of any Facility accredited by JCAHO
may be represented at all regular meetings of the Board of Directors (through
attendance and voice but without voting rights) by one or more medical staff
members selected by the medical staff. Medical staff members may attend special
meetings of the Board of Directors if invited to do so by a majority of the
Board of Directors.
(e) The Administrator and the Medical Director of any
Facility accredited by JCAHO may attend all regular meetings of the Board of
Directors (through attendance and voice but without voting rights). The
Administrator and the Medical Director may attend special meeting of the Board
of Directors if invited to do so by a majority of the Board of Directors. The
Administrator and/or the Medical Director may request the President or the
chairman of the Board of Directors to call a special meeting of the Board of
Directors and shall specify the reason(s) therefor. Such a meeting may be
called by the President or the chairman of the Board of Directors, in their
discretion, in accordance with Section 2.02 above.
(f) Notice of regular meetings of the Board of Directors,
or special meeting to which they are invited, shall be given to the
Administrator and the Medical Director of any Facility accredited by JCAHO at
least twenty-four (24) hours prior to such meeting, either personally, by
telephone or by fax. Notice of such meetings provided to the Medical Director
shall be deemed to be notice also provided to the medical staff of any Facility
accredited by JCAHO entitled to attend such meetings in accordance herewith.
3.05 SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever called by the President, Secretary, or by any two
directors, at such time and place as may be specified in the respective notices
or waivers of notice thereof.
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3.06 NOTICE OF MEETING. Written notice stating the place, day and
hour of each special meeting of the Board of Directors shall be delivered not
less than forty-eight (48) hours prior to the special meeting, either
personally, by overnight express courier service, telephonically or by United
States mail (registered or certified, return receipt requested) to each
director at his business address or at such other address as such director
shall have designated in writing filed with the Secretary. Such notice shall be
deemed to have been given upon receipt.
3.07 WAIVER OF NOTICE BY DIRECTORS. Whenever any notice whatsoever
is required to be given to any director of the Corporation under the Articles
of Incorporation, these Bylaws or any provision of law, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by
the director entitled to such notice shall be deemed equivalent to the giving
of such notice. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting and
objects thereat 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 Board of Directors need be
specified in the notice or waiver of notice of such meeting.
3.08 QUORUM. At all meetings of the Board of Directors the
presence of a majority of the total number of directors shall constitute a
quorum for the transaction of business. The vote 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 vote of a greater number is required by law,
the Articles of Incorporation or these Bylaws. A majority of the directors
present at a regular or special meeting, although less than a quorum, may
adjourn the meeting, from time to time without further notice, until a quorum
shall be present; provided, however, that any directors absent from the
adjourned meeting shall be provided written notice of such adjournment.
3.09 MANNER OF ACTING.
(a) At all meetings of the Board of Directors, each
director present shall have one vote.
(b) The directors shall act only as a board, and the
individual directors shall have no power as such.
(c) Except as otherwise provided by law the Articles
of Incorporation or these Bylaws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.
3.10 CONDUCT OF MEETINGS. A director chosen by the directors
present shall call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the Corporation shall act as
secretary of all meetings of the Board of Directors, but in the absence of the
Secretary, the chairman of the meeting may appoint any other person present to
act as secretary of the meeting.
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3.11 CONSENT OF THE BOARD OF DIRECTORS WITHOUT A MEETING. Any
action which may be taken by the Board of Directors at a meeting may be taken
without a meeting, without prior notice and without a vote, if a written
consent setting forth the action so taken is signed by all the directors. Such
consent shall be filed with the minutes of the meetings of the Board of
Directors in the records of the Corporation.
3.12 PARTICIPATION. Members of the Board of Directors (or any
committee thereof) may participate in any meeting either in person or by means
of a conference telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other.
3.13 VACANCIES. Any vacancy in the Board of Directors, occurring
by reason of death, resignation, disqualification or inability to act of any
director, shall be filled for the unexpired portion of the term by a majority
vote of the remaining directors, though less than a quorum, unless otherwise
provided by law, at any regular or special meeting of the Board of Directors
called for that purpose. Any directorship to be filled by reason of an increase
in the number of directors must be filled by election by the shareholders for a
term of office continuing only until the next election of directors by the
shareholders. In case of a vacancy created by the removal of a director by vote
of shareholders, the shareholders, subject to the Articles of Incorporation,
shall have the right to fill such vacancy at the same meeting at which such
director was removed, or any adjournment thereof.
3.14 RESIGNATION. Any director may resign at any time by giving
written notice of such resignation to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by such officer and the
acceptance of such resignation shall not be necessary to make it effective.
3.15 REMOVAL. Any director may be removed with or without cause at
any time by the affirmative vote of shareholders holding of record in the
aggregate at least a majority of the issued and outstanding shares of stock of
the Corporation, at a special meeting of the shareholders called for that
purpose.
3.16 COMPENSATION. The Board of Directors, by affirmative vote of
the majority of the directors, may establish reasonable compensation of all
directors for services to the Corporation as directors, officers and otherwise
or may delegate such authority to an appropriate committee. The Board of
Directors shall also have the authority to provide for or to delegate authority
to an appropriate committee to provide for reasonable pensions, disability or
death benefits and other benefits or payments, to directors, officers and
employees and their estates, families, dependents or beneficiaries on account
of prior services rendered by such directors, officers and employees to the
Corporation.
3.17 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
his dissent shall be entered in the minutes
9
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 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 shall not apply to a director who voted in favor of such action.
3.18 COMMITTEES. The Board of Directors, by resolution adopted by
the affirmative vote of a majority of the number of directors, may designate
one or more committees, (in such numbers and with such appointees as the Board
of Directors may determine), which, to the extent provided in such resolution,
shall have and may exercise, when the Board of Directors is not in session, the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, except action in respect to dividends to shareholders,
election of the principal officers or the filling of vacancies in the Board of
Directors or committees created pursuant to this section or actions which, if
taken by the Corporation, would constitute extraordinary action, not in the
usual course of business. The Board of Directors may elect one or more of its
members as alternate members of any such committee who may take the place of
any absent member or members at any meeting of such committee, upon request by
the President or upon request by the chairperson of such meeting. Each such
committee shall fix its own rules governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities as the
Board of Directors may request. If any such committee shall deliberate issues
affecting the discharge of medical staff responsibilities at any Facility
accredited by JCAHO, such committee shall include, as non-voting members,
members of the affected Facility's medical staff.
3.19 CONFLICTS OF INTEREST.
(a) No contract or other 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 or in any way
affected 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 committee thereof) or a majority of such members
thereof as shall be present at any meeting at which action upon any such
contract or transaction shall be taken and the Board of Directors (or committee
thereof) 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,
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and the contract or transaction is specifically approved in good faith by vote
of the shareholders; and
(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, as the case may
be.
(b) Interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors (or committee
thereof) which authorizes the contract or transaction.
(c) 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.
3.20 CONFLICTS AND PERSONAL LIABILITY OF DIRECTORS. Directors of
the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty except (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 the law; (iii) under Section
174 of the General Corporation Law of the State of Delaware; or (iv) for any
transaction from which a director derived an improper personal benefit.
3.21 RECORD OF PROCEEDINGS. The Secretary of the Corporation or
his designee shall ensure that a record of proceedings of the Board of
Directors is maintained.
3.22 MEDICAL STAFF OF FACILITIES. The Board of Directors shall
ensure that each Facility which is JCAHO accredited maintains an organized
medical staff, which shall be responsible to the Board of Directors for:
(a) making recommendations directly to the Board of
Directors (through the medical staff's medical executive committee) for its
approval concerning matters affecting the medical staff's structure and
functioning, including, but not limited to:
(1) the mechanism used to review credentials
and to delineate individual clinical privileges;
(2) individual medical staff membership;
(3) specific clinical privileges for each
eligible individual;
(4) the organization of the quality assurance
activities of the medical staff, as well as the mechanism used to conduct,
evaluate and revise such activities;
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(5) the mechanism by which membership on the
medical staff may be terminated; and
(6) the mechanism for fair-hearing procedures.
(b) developing, adopting and periodically reviewing amendments
to the medical staff bylaws and rules and regulations, consistent with Facility
policy and applicable law, which, (with the approval of the Board of Directors)
shall be binding upon the Board of Directors to the extent that such medical
staff bylaws and rules and regulations impose responsibilities on the Board of
Directors. Such medical staff bylaws and rules and regulations shall require,
inter alia, that:
(1) any differences in recommendations concerning
medical staff appointments, reappointments, terminations of appointments, and
the granting or revision of clinical privileges shall be resolved within a
reasonable period of time by the Board of Directors and the medical staff;
(2) the Board of Directors makes final decisions
concerning medical staff appointments, reappointments, terminations of
appointments, and the granting or revision of clinical privileges within a
reasonable period of time, upon the recommendations of the medical staff, as
specified in the medical staff bylaws;
(3) only a member of the medical staff with admitting
privileges may admit a patient to the Facility and that such medical staff
members may practice only within the scope of the privileges granted by the
Board of Directors, and that each patient's general medical condition is the
responsibility of a qualified physician member of the medical staff;
(4) a process or processes are in place and functioning,
designed to assure that all individuals who provide patient care services, but
who are not subject to the Medical Staff privilege delineation process, are
competent to provide such services, and that the quality of patient care
services provided by such individuals is reviewed as part of the Facility's
quality assurance program;
(5) mechanisms are in place to assure that all patients
with the same health problem are receiving the same level of care in the
Facility; and
(6) the medical staff and staffs of any departments or
services are to implement and report on the activities and mechanisms for
monitoring and evaluating the quality of patient care, for identifying and
resolving problems and for identifying opportunities to improve patient care,
with the involvement and support of the Board of Directors, through the Chief
Executive Officer.
Such medical staff bylaws and/or rules and regulations shall
specify the authority and responsibility of each level of the Facility's
organization with respect to:
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(a) quality of care;
(b) quality assurance mechanisms;
(c) credentials review and privilege delineation;
(d) selection of medical staff officers and of the
members of the medical staff executive committee; and
(e) the planning of Facility services.
Neither the Board nor the medical staff may unilaterally amend the
medical staff bylaws. The medical staff bylaws shall become effective only upon
their approval by the Board of Directors, which approval shall not be
unreasonably withheld.
3.23 AUXILIARIES AND VOLUNTEERS. Bylaws, rules and regulations
governing the organizational structure, purpose, services and operations of
auxiliary organizations and of volunteers at the Facilities accredited by JCAHO
shall be submitted by the Chief Executive Officer or his designee to the Board
of Directors for review and approval.
3.24 FACILITY BUDGETS. The Chief Executive Officer or his designee
shall prepare and submit to the Board of Directors for its review and approval
an annual Facility operating budget and a long-term Facility capital
expenditure plan and shall report periodically to the Board of Directors
concerning the implementation of both.
ARTICLE IV. OFFICERS
4.01 NUMBER. The principal officers of the Corporation shall be a
President, Vice President(s), Chief Executive Officer (for all Facilities
accredited by JCAHO), a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two (2) or more offices may be held by the same person, except
the offices of President and Secretary and the offices of President and Vice
President. The Board of Directors may, in its discretion, through action or
inaction, leave vacant any of the officers except the office of the President.
Any officer may, but is not required to be, a director of the Corporation. No
person shall be eligible to serve as an officer of the Corporation unless he or
she shall have had substantial training and/or experience pertinent to his or
her responsibilities as an officer. Each officer shall undertake to maintain
and improve those skills pertinent to his or her duties.
4.02 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 annual meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such annual meeting, such election shall be held as soon thereafter
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as may be convenient. Each officer shall hold office until his successor shall
have been duly elected and qualified or until his earlier death, resignation or
removal.
4.03 RESIGNATION. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors or to the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board of Directors or by such officer and the acceptance of such
resignation shall not be necessary to make it effective.
4.04 REMOVAL. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests 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 shall not of itself
create contract rights.
4.05 VACANCIES. A vacancy in any principal office because of
death, resignation, removal, inability to act, disqualification or otherwise
shall be filled for the unexpired portion of the term by vote of the Board of
Directors at any regular or special meeting.
4.06 THE 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 the business and affairs
of the Corporation. He shall have authority to appoint such agents and
employees of the Corporation as he shall deem necessary, to prescribe their
powers, duties and compensation, and to delegate authority to them. Such agents
and employees shall hold office at the discretion of the President. He shall
have authority to sign, execute and acknowledge, on behalf of the Corporation,
all documents or instruments necessary or proper to be executed in the course
of the Corporation's regular business and he may authorize any Vice President
or other officer of the Corporation to sign, execute and acknowledge such
documents or instruments in his place and stead. In general he shall perform
all duties as may be prescribed by the Board of Directors from time to time or
at any time.
4.07 THE VICE PRESIDENTS. In the absence of the President or in
the event of his death, inability or refusal to act, or in the event for any
reason it shall be impracticable for the President to act personally, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the Board of Directors or, in the absence
of any such designation, 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 Assistant Secretary, certificates for shares of
stock of the Corporation and shall perform such other duties and have such
authority as from time to time, or at any time, may be delegated or assigned to
him by the President or by the Board of Directors.
4.08 CHIEF EXECUTIVE OFFICER OF THE FACILITIES. The Board of
Directors shall appoint, for each Facility accredited by JCAHO, a Chief
Executive Officer, who shall, minimally, hold a masters degree in either
hospital or business administration or a mental health discipline, and
14
who has at least one year standard documented experience in a
managerial/administrative capacity. Such Chief Executive Officer shall be
responsible to the President and the Board of Directors for the operation of
the Facility and shall report to the President. Such Chief Executive Officer's
duties and responsibilities shall include, but not be limited to:
(a) the compliance of the Facility with applicable law
and regulations;
(b) the review of, and prompt action on, reports and
recommendations of authorized planning, regulatory and inspecting agencies;
(c) the designation of an individual to act in his
absence;
(d) the implementation of organized management and
administrative functions throughout the Facility, including the establishment
of clear lines and responsibility and accountability within departments and
services and among department and service heads and administrative staff;
(e) the establishment of departments and/or services
necessary for the effective and efficient functioning of the Facility;
(f) the implementation of effective communication
mechanisms between and among the Facility's departments and services, the
medical staff, the administration and the Board of Directors;
(g) the establishment of internal controls to safeguard
physical, financial and human resources;
(h) the monitoring of the accuracy and reliability of
financial data;
(i) the control of inventories and purchasing
procedures;
(j) the implementation of a comprehensive management
reporting system to account to the Board of Directors;
(k) the coordination of the Facility's services with the
identified needs of the patient population served;
(l) the establishment and implementation of a Facility
policy on patient's rights and responsibilities; and
(m) the provision of services to meet the spiritual
needs of patients, either through Facility resources or through arrangement
with appropriate community resources.
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The Chief Executive Officer, through the management and administrative
staff of the Facility, shall provide for personnel policies and practices that
pertain to at least the following:
(a) the employment of personnel, without regard to sex,
race, creed, or national origin, whose qualifications are commensurate with
anticipated job responsibilities;
(b) the orientation of all new employees to the Facility
and its personnel policies;
(c) the maintenance of an accurate, current and complete
personnel record for each Facility employee;
(d) the verification of all applicable current licensure
and/or certification requirements;
(e) the periodic performance evaluation, based on a job
description, of each employee; and
(f) the provision of employee health services in
consultation with the medical staff.
The Chief Executive Officer, through the management and administrative
staff of the Facility, shall provide written plans for the implementation of
financial policies and practices that pertain to at least the following:
(a) a formal budget that reflects the organization of
the Facility and is developed with the participation of the medical staff and
staff of other departments and/or services;
(b) an annual audit, by an independent public accountant,
of the financial statements of the Facility; and
(c) the control of accounts receivable and payable, the
handling of cash and arrangements for credit.
The Chief Executive Officer, together with the medical staff, shall be
responsible for ensuring that the quality and appropriateness of all care
provided at the Facility by third parties, or outside a designated department
of the Facility, are monitored and evaluated, that identified problems are
resolved and that opportunities to improve such care are identified,
implemented and evaluated. The Board of Directors, or an officer of the
Corporation appointed by the Board of Directors, shall review the performance
of the Chief Executive Officer on an annual basis.
4.09 THE SECRETARY. The Secretary shall: (a) keep the minutes of
the meetings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b)
16
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 of the Corporation and see that the seal of the Corporation is affixed
to all documents, whose execution on behalf of the Corporation under its seal
is duly authorized; (d) keep or arrange for the keeping of a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) at the request of the Board of Directors
sign, with the President or Vice President, certificates for shares of stock 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 Corporation; and (g) in general perform all duties incident to the
office of Secretary and such other duties, and exercise such authority, as from
time to time or at any time, may be delegated or assigned to him by the
President or by the Board of Directors.
4.10 THE TREASURER. The Treasurer shall: (a) have charge of the
supervision over, and be responsible for, the funds, securities, receipts and
disbursements of the Corporation; (b) receive and give receipts for moneys due
and payable to the Corporation from any source whatsoever; (c) cause the moneys
and other valuable effects of the Corporation to be deposited in the name and
to the credit of the Corporation in such banks or trust companies or other
depositories as may be selected by any officer or agent authorized to do so by
the Board of Directors; (d) cause the funds of the Corporation to be disbursed
by checks or drafts, with such signatures as may be authorized by the Board of
Directors; (e) keep the books of account of all the business and transactions
of the Corporation; and (f) in general, perform all duties incidental to the
office of Treasurer and such other duties, and exercise such authority, as from
time to time or at any time, to time may be assigned to him by the Board of
Directors or the President.
4.11 SUBORDINATE OFFICERS AND AGENTS. The Board of Directors may,
in its discretion, from time to time, or at any time, appoint such other
officers and agents (including, without limitation, assistant secretaries or
assistant treasurers) as it may deem necessary, to hold office for such period,
to have such authority and to perform such duties as the Board of Directors may
determine.
4.12 SALARIES. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors, or by a
duly authorized committee thereof, directly or pursuant to the approval of
budgets setting forth such salaries. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
4.13 SURETIES AND BONDS. As may be required by the Board of
Directors, 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
of Directors may direct, conditioned upon the faithful performance of his
duties to the Corporation, including, without limitation, responsibility for
negligence and for the accounting for all property, funds or securities of the
Corporation which may come into his hands.
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ARTICLE V. CONTRACT, LOANS, CHECKS
AND DEPOSITS; SPECIAL CORPORATE ACTS
5.01 CONTRACTS. The Board of Directors may authorize any officers,
or agents to enter into any contract or to execute and deliver any instrument
in the name, and on behalf, of the Corporation. Such authorization may be
general or may be confined to specific instances.
5.02 LOANS. No indebtedness for borrowed money shall be contracted
on behalf of the Corporation and no evidence of such indebtedness shall be
issued in its name unless authorized by or under the authority of a resolution
of the Board of Directors. Such authorization may be general or confined to
specific instances.
5.03 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(s) or agent(s) of the
Corporation and in such a manner as shall from time to time, or at any time, be
determined by, or under the authority of, a resolution of the Board of
Directors.
5.04 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time, or at any time, to the credit of the
Corporation in such banks, trust companies or other depositories as may be
selected by, or under the authority of, a resolution of the Board of Directors.
5.05 VOTING OF SECURITIES OR OTHER INTEREST OWNED BY THIS
CORPORATION.
(a) Any shares, securities, or other evidence of
ownership interest or voting rights in any other corporation or entity which
are owned or controlled by this Corporation may be voted at any meeting of
security holders of such other corporation or entity by the President of this
Corporation, either in person by proxy.
(b) Whenever, in the judgment of the President, it is
desirable for this Corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other corporation or entity
which are owned by this Corporation, such proxy or consent shall be executed in
the name of this Corporation by the President.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01 CERTIFICATES FOR SHARES. Certificates representing
shares of stock of the Corporation shall be in such form, consistent with law,
as shall be determined by the Board of Directors. Such certificates shall be
signed by the President or a Vice President and by the Secretary. 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 marked
18
"cancelled" and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except as
provided in Section 6.05.
6.02 SIGNATURE BY FORMER OFFICERS. In case any officer, who has
signed any certificate for shares, 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 such individual were an officer of the Corporation at the date of
its issue.
6.03 TRANSFER OF SHARES. Transfer of shares of the stock of the
Corporation shall be made on the transfer books of the Corporation by the
holder of record thereof in person or by his duly authorized attorney, upon
surrender and cancellation of the certificate(s) representing such shares.
Prior to due presentment of a certificates for registration of transfer, the
Corporation may treat the registered owner of such shares as the person
exclusively entitled to vote, to receive notifications and otherwise to have
and exercise all the rights and power of an owner. Where a certificate for
shares is presented to the Corporation with a request to register the transfer,
the Corporation shall not be liable to the owner or any other person suffering
loss as a result of such registration of transfer if: (a) there were on or with
the certificate the necessary endorsements; and (b) the Corporation had no duty
to inquire into adverse claims or has discharged any such duty. The Corporation
may require reasonable assurance that said endorsements are genuine and
effective and comply with such other regulations as may be prescribed by, or
under the authority of, the Board of Directors. The Corporation shall be
entitled to treat the holder of record of any share(s) of stock as the absolute
owner thereof for all purposes and, accordingly, shall not be bound to
recognize any legal, equitable or other claim to, or interest in, such share(s)
on the part of any other person whether or not it or they shall have express or
other notice thereof, except as otherwise expressly provided by law.
6.04 RESTRICTIONS ON TRANSFER. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Corporation upon the transfer of such shares and any
other restrictions approved by the Board of Directors.
6.05 LOST, DESTROYED OR STOLEN CERTIFICATE. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully take, a
new certificate shall be issued in place thereof if the owner: (a) so requests
before the Corporation has notice that such shares have been acquired by a bona
fide purchaser; (b) files with the Corporation a sufficient indemnity bond (if
required by the Board of Directors); and (c) satisfies such other reasonable
requirements as may be prescribed by, or under the authority of, the Board of
Directors.
6.06 VOID CERTIFICATES. The word "void" shall be clearly written
on any certificate that has been improperly written and such certificate shall
be placed in the stock book.
6.07 CONSIDERATION FOR SHARES. The shares of the Corporation may
be issued for such consideration as shall be fixed from time to time by the
Board of Directors; provided, however, that any shares having a par value shall
not be issued for a consideration less than the par value
19
thereof. The consideration to be paid for shares may be paid in whole or in
part, in money, in other property, tangible or intangible, or in labor or
services actually performed for the Corporation. When payment of the
consideration for which shares are to be issued shall have been received by the
Corporation, such shares shall be deemed to be fully paid and nonassessable by
the Corporation. No certificates shall be issued for any share until such share
is fully paid.
6.08 STOCK REGULATIONS. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the laws of the State of Delaware as it may deem expedient
concerning the issue, transfer and registration of certificates representing
shares of stock of the Corporation.
6.09 DIVIDENDS. Subject to applicable law and the Articles of
Incorporation, dividends upon the capital stock of the Corporation may be
declared and paid (in cash, property or shares of capital stock) as often, in
such amounts and at such time(s) as the Board of Directors may determine.
6.10 EXECUTION OF INSTRUMENTS. All checks, drafts, bills of
exchange, acceptances, bonds, endorsements, notes or other obligations or
evidences of indebtedness of sale, conveyances, endorsements, assignments,
transfers, stock powers or other instruments of transfer, contracts,
agreements, dividends or other orders, powers of attorney, proxies, waivers,
consents, returns, reports, certificates, demands, notices or documents, and
other instruments of rights of any nature may be signed, executed, verified,
acknowledged and delivered by such person (whether or not officers, agents or
employees of the Corporation) and in such manner as from time to time, or at
any time, may be determined by the Board of Directors.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board of
Directors from time to time as the needs of the Corporation's business require.
ARTICLE VIII. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation.
ARTICLE IX. INDEMNIFICATION
9.01 RIGHT TO INDEMNIFICATION.
(a) The Corporation shall, to the fullest extent
permitted by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended, indemnify promptly each and every person
who was or is a party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, suit or proceeding
20
(other than an action by or in the right of the Corporation), whether civil,
criminal, administrative or investigative (hereinafter collectively, a
"proceeding") 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 all
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) actually and reasonably incurred by him in connection with
the defense or settlement of such 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 proceeding, had no reasonable
cause to believe his conduct was unlawful.
(b) The Corporation shall, to the fullest extent
permitted by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended, indemnify promptly each and every person
who was or is a party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, or suit by or in the right of the
Corporation (hereinafter, collectively, a "derivative proceeding") 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 derivative 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 proceeding, had no reasonable
cause to believe his conduct was unlawful.
9.02 DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.
(a) Any indemnification in respect of a proceeding shall
be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the person is proper because he has met
the applicable standard of conduct set forth in Section 9.01 above. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such proceeding; or
(2) if such a quorum is not obtainable, or, (even if obtainable) if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (3) by the shareholders. The termination of a 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.
(b) Any indemnification in respect of a derivative
proceeding in which the director, officer, employee or agent of the Corporation
was adjudged not to be liable to the Corporation, shall be made as specified in
Section 9.02(a). Indemnification shall be made in respect of a derivative
proceeding as to which such person shall have been adjudged to be liable
21
to the Corporation only if and to the extent that the Court of Chancery or the
court in which such proceeding 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
such expenses which the Court of Chancery or such other court shall deem
proper.
9.03 ADVANCEMENT OF EXPENSES. Expenses incurred by an officer or
director in defending a proceeding shall be paid by the Corporation in advance
of the final disposition of such proceeding upon receipt by the Corporation of
an undertaking by or on behalf of such officer or director to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Corporation. Such expenses incurred by other employees and agents may be
so paid under terms and conditions, if any, as the Board of Directors deems
appropriate.
9.04 INSURANCE. The Corporation shall have the power to 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.
ARTICLE X. ADOPTION AND AMENDMENT
10.01 ADOPTION. These Bylaws shall be adopted by the Board of
Directors of the Corporation in the manner prescribed by the General
Corporation Law of the State of Delaware.
10.02 AMENDMENTS. These Bylaws may be altered, amended or repealed
at any Board of Director's meeting by the affirmative vote of a majority of the
directors or by the shareholders in accordance with the General Corporation Law
of the State of Delaware. The Bylaws shall, in all cases while the Facilities
are accredited by JCAHO, be in accordance with the Board of Director's legal
accountability and its responsibility to the patient population served by the
Facilities. These Bylaws shall be reviewed and, as necessary or desirable,
revised no less than biannually.
10.03 BIENNIAL REVIEW. The Board of Directors or a committee
thereof shall undertake a review of these Bylaws on a biennial basis, to ensure
that their provisions (1) remain in compliance with law and with standards of
any body, governmental or otherwise, which may have jurisdiction over the
Corporation or its business operations; and (2) continue to be useful and
appropriate to the governance of the Corporation and the management of its
affairs.
22
CERTIFICATION
I, Bryan W. Lett, hereby certify that I am the duly elected and
qualified Assistant Secretary of Indiana Psychiatric Institutes, Inc., a
Delaware corporation (the "Corporation") and further certify that the foregoing
constitute the Revised Bylaws of the Corporation incorporating all amendments
through April 13, 1995.
Dated: 11-21-95 /s/ Bryan W. Lett
--------------------------------------
Bryan W. Lett, Assistant Secretary
Indiana Psychiatric Institutes, Inc.
23
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed as of: | | 10/31/03 | | | | | | | None on these Dates |
| Filed on: | | 10/30/03 |
| | 4/13/95 | | 23 |
| List all Filings |
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