Quorum Health Group Inc – ‘8-K’ for 4/16/97 – EX-3.(II)

As of:  Thursday, 4/17/97   ·   For:  4/16/97   ·   Accession #:  950144-97-4389   ·   File #:  0-22766

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Quorum Health Group Form 8-K                           9     32K 
 2: EX-3.(II)   Amendments to By-Laws                                  3     13K 
 3: EX-4        Form of Rights Agreement                              56    206K 
 4: EX-21.(A)   Press Release                                          2      9K 
 5: EX-21.(B)   Form of Letter to Stockholder                          2      9K 

EX-3.(II)   —   Amendments to By-Laws

EX-3.(II)
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EXHIBIT 3(II) 

              (A)      Article II, Section 2 of the Company's By-laws were
       amended by replacing said Section 2 of the By-laws with the following
provision:                                                    

            "SECTION 2.  Annual Meetings.  (a)  The annual meetings of
       stockholders shall be held on such dates and at such time as shall be
      designated from time to time by the Board of Directors and stated in
     the notice of the meeting, at which meetings the stockholders shall
   elect by a plurality vote a Board of Directors, and transact such
        other business as may properly be brought before the meeting.  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.                                                  

          (b)      At an annual meeting of stockholders, only such
     business shall be conducted, and only such proposals shall be acted
        upon, as shall have been properly brought before the annual meeting of
        stockholders (a) by, or at the direction of, the Board of Directors or
(b) by a stockholder of the Corporation who complies with the 
        procedures set forth in this Section 2(b).  For business or a proposal
      to be properly brought before an annual meeting of stockholders by a
       stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation.  To be timely, a 
     stockholder's notice must 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 scheduled date of the annual
     meeting, regardless of any postponement, deferral or adjournment of
       that meeting to a later date; provided, however, that if less than 70
   days' notice or prior public disclosure of the date of the annual
        meeting is given or made to stockholders, notice by the stockholder to
        be timely must be so delivered or received not later than the close of
        business on the 10th day following the earlier of (i) the day on which
      such notice of the date of the meeting was mailed or (ii) the day on
which such public disclosure was made.                        

               A stockholder's notice to the Secretary shall set forth as to
        each matter the stockholder proposes to bring before an annual meeting
 of stockholders (i) a description of the business desired to be
       brought before the annual meeting and the reasons for conducting such
    business at the annual meeting, (ii) the name and address, as they
      appear on the Corporation's books, of the stockholder proposing such
     business and any other stockholders known by such stockholder to be
supporting such proposal, (iii) the class and                 

EX-3.(II)
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     number of shares of the Corporation which are beneficially owned by
      such stockholder on the date of such stockholder's notice and by any
    other stockholders known by such stockholder to be supporting such
        proposal on the date of such stockholder's notice, (iv) a description,
  in 500 words or less, of any interest of the stockholder in such
       proposal and (v) a representation that the stockholder is a holder of
       record of stock of the Corporation and intends to appear in person or
  by proxy at the meeting to present the proposal specified in the
        notice.  Notwithstanding anything in these By-Laws to the contrary, no
    business shall be conducted at a meeting of stockholders except in
accordance with the procedures set forth in this Section 2(b).

        (c)      Only persons nominated in accordance with the
 procedures set forth in this Section 2(c) shall be eligible for
    election as directors.  Nominations of persons for election to the
   Board may be made at an annual meeting of stockholders or special
  meeting of stockholders called by the Board of Directors for the
       purpose of electing directors (i) by or at the direction of the Board
        or (ii) by any stockholder of the Corporation entitled to vote for the
    election of directors at such meeting who complies with the notice
     procedures set forth in this Section 2(c).  Such nominations, other
    than those made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the  
      Corporation.  To be timely, a stockholder's notice must 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
scheduled date of the meeting, regardless of any postponement,
    deferral or adjournment of that meeting to a later date; provided,
       however, that if 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 delivered or received not
        later than the close of business on the 10th day following the earlier
    of (i) the day on which such notice of the date of the meeting was
  mailed or (ii) the day on which such public disclosure was made.

                A stockholder's notice to the Secretary shall set forth (i) as
       to each person whom the stockholder proposes to nominate for election
     or reelection as a director (a) the name, age, business address and
   residence address of such person, (b) the principal occupation or
      employment of such person, (c) the class and number of shares of the
        Corporation which are beneficially owned by such person on the date of
     such stockholder's notice and (d) any other information relating to
  such person that is required to be disclosed in solicitations of
      proxies for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A                               

EX-3.(II)
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under the Securities Exchange Act of 1934, as amended, or any 
       successor statute thereto (including without limitation such person's
        written consent to being named in the proxy statement as a nominee and
  to serving as a director if elected); (ii) as to the stockholder
   giving the notice (a) the name and address, as they appear on the
     Corporation's books, of such stockholder and any other stockholders
     known by such stockholder to be supporting such nominee(s), (b) the
      class and number of shares of the Corporation which are beneficially
        owned by such stockholder on the date of such stockholder's notice and
      by any other stockholders known by such stockholder to be supporting
 such nominee(s) on the date of such stockholder's notice, (c) a
       representation that the stockholder is a holder of record of stock of
        the Corporation entitled to vote at such meeting and intends to appear
        in person or by proxy at the meeting to nominate the person or persons
      specified in the notice; and (iii) a description of all arrangements
      or understandings between the stockholder and each nominee and other
     person or persons (naming such person or persons) pursuant to which
      the nomination or nominations are to be made by the stockholder.  No
        person shall be eligible for election as a director of the Corporation
      unless nominated in accordance with the procedures set forth in this
Section 2(c)."                                                

              (B)      Article II, Section 3 of the Company's By-laws were
       amended by replacing said Section 3 of the By-laws with the following
provision:                                                    

        "SECTION 3.      Special Meeting.  Special meetings of
        stockholders, unless otherwise prescribed by statute, may be called at
       any time only by the Board of Directors, the Chairman of the Board or
      the Chief Executive Officer.  Except as otherwise expressly required
    by statute, written notice of each special meeting of stockholders
     stating the date, place and hour of the meeting, and the purpose or
  purposes for which the meeting is called, shall be given to each
      stockholder of record entitled to vote thereat not less than ten nor
more than sixty days before the date of the meeting.  Business
       transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice."