Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
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1: S-4 Original Filing on Form S-4: Team Health Etal HTML 1.96M
2: EX-1.1 Purchase Agreement 43 146K
21: EX-3.100 Articles of Incorporation 3 30K
22: EX-3.114 Amended and Restated By-Laws 13 73K
7: EX-3.12 Certificate of Amendment 2 29K
23: EX-3.123 Amended and Restated By-Laws 13 73K
24: EX-3.127 Amended and Restated by Laws 13 73K
25: EX-3.129 Charter 2 27K
8: EX-3.13 Amended and Restated By-Laws 16 81K
26: EX-3.130 Bylaws 6 35K
27: EX-3.133 Certificate of Amendment 1 26K
28: EX-3.145 Operating Agreement 20 82K
9: EX-3.28 Articles of Amendment 1 27K
10: EX-3.32 Articles of Amendment 5 35K
11: EX-3.49 Amended Code of Regulations 9 51K
3: EX-3.5 By-Laws 14 68K
12: EX-3.50 Charter 2 29K
13: EX-3.51 Code of Regulations 8 48K
4: EX-3.6 Articles of Incorporation 2 29K
14: EX-3.63 Articles of Amendment 2 26K
15: EX-3.64 Articles of Amendment 1 26K
16: EX-3.65 Articles of Amendment 1 26K
5: EX-3.7 Bylaws 6 35K
17: EX-3.70 Articles of Amendment 2 26K
18: EX-3.80 Articles of Incorporation 3 29K
19: EX-3.81 Articles of Amendment 1 26K
20: EX-3.82 Bylaws 12 65K
6: EX-3.9 Articles of Amendment 1 26K
29: EX-5.1 Opinion of Kirkland & Ellis Llo 5 41K
38: EX-5.10 Opinion of Bowles Rice McDavid Graff & Love Pllc 3 35K
39: EX-5.11 Opinion of Law Offices of Eisenhower Carlson Pllc 4 39K
30: EX-5.2 Opinion of Haskell Slaughter Young Et Al 2 33K
31: EX-5.3 Opinion of Foley & Lardner 4 37K
32: EX-5.4 Opinion of Blackwell Sanders Peper Martin LLP 3 34K
33: EX-5.5 Opinion of Sherman Silverstein Kohl Rose Podolsky 4 38K
34: EX-5.6 Opinion of Parker Poe Adams & Bernstein LLP 5 40K
35: EX-5.7 Opinion of Ulmer & Berne LLP 4 36K
36: EX-5.8 Opinion of London & Amburn Pc 5 39K
37: EX-5.9 Opinion of Durham Jones and Pinegar 2 33K
40: EX-12.1 Statement Re Computation of Ratio of Earnings 1 28K
41: EX-23.1 Consent of Ernst & Young LLP 1 26K
42: EX-25.1 T-1 7 41K
EX-3.49 — Amended Code of Regulations
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Exhibit 3.49
AMENDED
CODE OF REGULATIONS
OF
EMERGENCY PROFESSIONAL SERVICES, INC.
Adopted _________, 2000
ARTICLE I
Fiscal Year
The fiscal year of the Corporation shall commence on the first
day of January in each year and end on the last day of December, or be such
other period as the Board of Directors may designate by resolution.
ARTICLE II
Shareholders
Section 1 Meetings of Shareholders.
(a) Annual Meeting. The annual, meeting of the
Shareholders of this Corporation, for the election of Directors, and the
transaction of such other business as may properly be brought before such
meeting shall be held at such date as the Board of Directors shall determine
from time to time. Upon due notice there may also be considered and acted upon
at an annual meeting any matter which could properly be considered and acted
upon at a special meeting, in which case and for which purpose the annual
meeting shall also be considered as, and shall be, a special meeting. In the
event that the annual meeting is not held or if Directors are not elected
thereat, a special meeting may be called and held for that purpose. Nothing
contained herein shall be construed to prevent the Shareholders from electing
Directors and transacting business by written consent as provided in Section 2
of this Article II.
(b) Special Meeting. Special meetings of the Shareholders
may be held on any business day when called by any person or persons who may be
authorized by law to do so. Calls for special meetings shall specify the purpose
or purposes thereof, and no business shall be considered at any such meeting
other than that specified in the call therefor.
(c) Place of Meetings. Any meeting of Shareholders may be
held at such place within or without the State of Ohio as may be designated in
the Notice of said meeting.
(d) Notice of Meeting and Waiver of Notice.
(1) Notice. Written notice of the time, place and
purposes of any meeting of Shareholders shall be given to each Shareholder
entitled thereto not less than seven (7) days nor more than sixty (60) days
before the date fixed for the meeting and as prescribed by law. Such notice
shall be given either by personal delivery or mailed to each Shareholder
entitled to notice of or to vote at such meeting. If such notice is mailed, it
shall be directed, postage prepaid, to the Shareholders at their respective
addresses as they appear upon the records of the Corporation, and notice shall
be deemed to have been given on the day so mailed. If any meeting is adjourned
to another time or place, no notice as to such adjourned meeting need be given
other than by announcement at the meeting at which such an adjournment is taken.
No business shall be transacted at any such adjourned meeting except as might
have been lawfully transacted at the meeting at which such adjournment was
taken.
(2) Notice to Joint Owners. All notices with respect to
any shares to which persons are entitled by joint or common ownership may be
given to that one of such persons who is named first upon the books of this
Corporation, and notice so given shall be sufficient notice to all the holders
of such shares.
(3) Waiver. Notice of any meeting, however, may be waived
in writing by any Shareholder wither before or after any meeting of
Shareholders, or by attendance at such meeting without protest prior to the
commencement thereof.
(e) Shareholders Entitled to Notice and to Vote. If a
record date shall not be fixed or the books of the Corporation shall not be
closed against transfers of shares pursuant to statutory authority, the record
date for the determination of Shareholders entitled to notice of or to vote at
any meeting of Shareholders shall be the close of business on the twentieth day
prior to the date of the meeting and only Shareholders of record at such record
date shall be entitled to notice of and to vote at such meeting. Such record
date shall continue to be the record date for all adjournments of such meeting
unless a new record date shall be fixed and notice thereof and of the date of
the adjourned meeting be given to all Shareholders entitled to notice in
accordance with the new record date so fixed.
(f) Quorum. At any meeting of Shareholders, the holders
of shares entitling them to exercise a majority of the voting power of the
Corporation, present in person or by proxy, shall constitute a quorum for such
meeting; provided, however, that no action required by law, the Articles, or
these Regulations to be authorized or taken by the holders of a designated
proportion of the shares of the Corporation may be authorized or taken by a
lesser proportion. The Shareholders present in person or by proxy, whether or
not a quorum be present, may adjourn the meeting from time to time without
notice other than by announcement at the meeting.
(g) Organization of Meetings:
(1) Presiding Officer. The Chairman of the Board, or in
his absence, the President, or in the absence of both of them, a Vice President
of the Corporation shall call all
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meetings of the Shareholders to order and shall act as Chairman thereof. If all
are absent, the Shareholders shall select a Chairman.
(2) Minutes. The Secretary of the Corporation, or, in his
absence, an Assistant Secretary, or, in the absence of both, a person appointed
by the Chairman of the meeting, shall act as Secretary of the meeting and shall
keep and make a record of the proceedings thereat.
(h) Order of Business. The order of business at all
meetings; of the Shareholders; unless waived or otherwise determined by a vote
of the holder or holders of the majority of the number of shares entitled to
vote present in person or represented by proxy, shall be as follows:
1. Call meeting to order.
2. Selection of Chairman and/or Secretary, if necessary.
3. Proof of notice of meeting and presentment of
affidavit thereof.
4. Roll call, including filing of proxies with
Secretary.
5. Upon appropriate demand, appointment of inspectors of
election.
6. Reading, correction and approval of previously
unapproved minutes.
7. Reports of officers and committees.
8. If annual meeting, or meeting called for that
purpose, election of Directors.
9. Unfinished business, if adjourned meeting.
10. Consideration is sequence of all other matters set
forth is the call for and written notice of the
meeting.
11. Adjournment.
(i) Voting. Except as provided by statue or in the
Articles, every Shareholder entitled to vote shall be entitled to cast one vote
on each proposal submitted to the meeting for each share held of record by him
on the record date for the determination of the Shareholders entitled to vote at
the meeting. At any meeting at which a quorum is present, all questions and
business which may come before the meeting shall be determined by a majority of
votes cast, except when a greater proportion is required by law, the Articles,
or these Regulations.
(j) Proxies. A person who is entitled to attend a
Shareholders' meeting, to vote thereat, or to execute consents, waivers and
releases, may be represented at such meeting or vote thereat, and execute
consents, waivers, and releases, and exercise any of his rights, by proxy
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or proxies appointed by a writing signed by such person, or by his duly
authorized attorney, as provided by the laws of the State of Ohio.
(k) List of Shareholders. At any meeting of Shareholders
a list of Shareholders, alphabetically arranged, showing the number and classes
of sharer held by each on the record date applicable to such meeting shall be
produced on the request of any Shareholder.
Section 2 Action of Shareholders Without a Meeting.
Any action which may be taken at a meeting of Shareholders may be taken
without a meeting if authorized by a writing or writings signed by all of the
holders of shares who would be entitled to notice of a meeting for such purpose,
which writing or writings shall be filed or entered upon the records of the
Corporation.
ARTICLE III
Directors
Section 1 General Powers.
The business, power and authority of this Corporation shall be
exercised, conducted and controlled by a Board of Directors, except where the
law, the Articles or these Regulations require action to be authorized or taken
by the Shareholders.
Section 2 Election and Number of Directors.
(a) Election. The Directors shall be elected at the
annual meeting of Shareholders, or if not so elected, at a special meeting of
Shareholders called for that purpose.
(b) Number. The number of Directors, which shall not be
less than the lesser of three or the number of Shareholders or record, may be
fixed or changed at a meeting of the Shareholders called for the purpose of
elected Directors at which a quorum is present, by the affirmative vote of the
holders of a majority of the shares represented at the meeting and entitled to
vote on such proposal. The number of Directors elected shall be deemed to be the
number of Directors fixed unless otherwise fixed by resolution adopted at the
meeting at which such Directors are elected. (1701.56)
Section 3 Term of Office of Directors.
(a) Term. Each Director shall hold office until the next
annual meeting of the Shareholders and until his successor has been elected or
until his earlier resignation, removal from office, or death. Directors shall be
subject to removal as provided by statute or by other lawful procedures and
nothing herein shall be construed to prevent the removal of any or all Directors
in accordance therewith.
(b) Resignation. A resignation from the Board of
Directors shall be deemed to take effect immediately upon its being received by
any incumbent corporate officer other than an officer who is also the resigning
Director, unless some other time is specified therein.
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(c) Vacancy. In the event of any vacancy in the Board of
Directors for any cause, the remaining Directors, though less than a majority of
the whole Board, may fill any such vacancy for the unexpired term.
Section 4 Meetings of Directors.
(a) Regular Meetings. Regular meetings shall be held at
such times and places as may be fixed by the Directors.
(b) Special Meetings. Special meetings of the Board of
Directors may be held at any time upon call of the Chairman of the Board, the
President, any Vice President, or any two Directors.
(c) Place of Meeting. Any meeting of Directors may be
held at any place within or without the State of Ohio in person and/or through
any communications equipment if all persons participating in the meeting can
hear each other.
(d) Notice of Meeting and Waiver of Notice. Notice of the
time and place of any regular or special meeting of the Board of Directors shall
be given to each Director by personal delivery, telephone, mail, telegram or
cablegram at least forty-eight (48) hours before the meeting, which notice need
not specify the purpose of the meeting. Such notice, however, may be waived in
writing by any Director either before or after any such meeting. Such notice,
however, may be waived in writing by any Director either before or after any
such meeting, or by attendance at such meeting (including attendance (presence)
by means of participation through any communications equipment as above
provided) without protest prior to the commencement thereof.
Section 5 Quorum and Voting.
At any meeting of Directors, not less than one-half of the
whole authorized number of Directors is necessary to constitute a quorum for
such meeting, except that a majority of the remaining Directors in office
constitutes a quorum for filling a vacancy in the Board. At any meeting at which
a quorum is present, all acts, questions and business which may come before the
meeting shall be determined by a majority of votes cast by the Directors present
at such meeting, unless the vote of a greater number is required by the Articles
or these Regulations.
Section 6 Committees.
(a) Appointment. The Board of Directors may from time to
time appoint certain of its members (but in no event less than three) to act as
a committee or committees in the intervals between meetings of the Board and may
delegate to such committee or committees powers to be exercised under the
control and direction of the Board. Each such committee and each member thereof
shall serve at the pleasure of the Board.
(b) Executive Committee. In particular, the Board of
Directors may create from its membership and define the powers and duties of an
Executive Committee. During the intervals between meetings of the Board of
Directors, the Executive Committee shall possess and
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may exercise all of the powers of the Board of Directors in the management and
control of the business of the Corporation to the extent permitted by law. All
action taken by the Executive Committee shall be reported to the Board of
Directors at its first meeting thereafter.
(c) Committee Action. Unless otherwise provided by the
Board of Directors, a majority of the members of any committee appointed by the
Board of Directors pursuant to this Section shall constitute a quorum at any
meeting thereof and the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of such committee. Action may be
taken by any such committee without a meeting by a writing signed by all its
members. Any such committee shall prescribe its own rules for calling and
holding meetings and its method of procedure, subject to any rules prescribed by
the Board of Directors, and shall keep a written record of all action taken by
it.
Section 7 Action of Directors Without a Meeting.
Any action which may be taken at a meeting of Directors may be
taken without a meeting if authorized by a writing or writings signed by all the
Directors, which writing or writings shall be filed or entered upon the records
of the Corporation.
Section 8 Compensation of Directors.
The Board of Directors may allow compensation for attendance
at meetings or for any special services, may allow compensation to members of
any committee, and may reimburse any Director for his expenses in connection
with attending any Board or committee meeting.
Section 9 Attendance at Meetings of Persons Who Are Not
Directors.
Any Director who desires the presence at any regular or
special meeting of the Board of Directors of a person who is not a Director
shall request the presence of such person at the meeting, and state the reason.
Such person will not be permitted to attend the Directors' meeting unless a
majority of the Directors in attendance vote to admit such person to the
meeting. Such vote shall constitute the first order of business for any such
meeting of the Board of Directors. Such right to attend, whether granted by
waiver or vote, may be revoked at any time during any such meeting by the vote
of a majority of the Directors in attendance.
ARTICLE IV
Officers
Section 1 General Provisions
The Board of Directors shall elect a President, a Secretary
and a Treasurer, and may elect a Chairman of the Board, one or more
Vice-Presidents, and such other officers and assistant officers as the Board may
from time to time deem necessary. The Chairman of the Board, if any, shall be a
Director, but no one of the other officers need be a Director. Any two or more
offices may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required to be executed, acknowledged or verified by two or more
officers.
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Section 2 Powers and Duties.
All officers, as between themselves and the Corporation, shall
respectively have such authority and perform such duties as are customarily
incident to their respective offices, and as may be specified from time to time
by the Board of Directors, regardless of whether such authority and duties are
customarily incident to such office. In the absence of any officer of the
Corporation, or for any other reason the Board of Directors may deem sufficient,
the Board of Directors may delegate for the time being, the powers or duties of
such officer, or any of these, to any other officer or to any Director. The
Board of Directors may from time to time delegate to any officer authority to
appoint and remove subordinate officers and to prescribe their authority and
duties. Since the lawful purposes of this Corporation include the acquisition
and ownership of real property, personal property and property in the nature of
patents, copyrights, and trademarks and the protection of the Corporation's
property rights in its patents, copyrights and trademarks, each of the officers
of this Corporation is empowered to execute any power of attorney necessary to
protect, secure, or vest the Corporation's interest in and to real property,
personal property and its property protectable by patents, trademarks and
copyright registration and to secure such patents, copyrights and trademark
registrations.
Section 3 Term of Office and Removal.
(a) Term. Each officer of the Corporation shall hold
office during the pleasure of the Board of Directors, and unless sooner removed
by the Board of Directors, until the meeting of the Board of Directors following
the date of their election and until his successor is elected and qualified.
(b) Removal. The Board of Directors may remove any
officer at any time, with or without cause by the affirmative vote of a majority
of Directors in office.
Section 4 Compensation of Officers.
Unless compensation is otherwise determined by a majority of
the Directors at a regular or special meeting of the Board of Directors, or
unless such determination is delegated by the Board of Directors to another
officer or officers, the President of the Corporation from time to time shall
determine the compensation to be paid to all officers and other employees for
services rendered to the Corporation.
ARTICLE V
Indemnification of Directors, Officers, Employees, and Others
(a) Right of Indemnification. The Corporation shall
indemnify any Director, officer, employee or other person, to the fullest extent
provided by, or permissible under, Section 1701.13(E), Ohio Revised Code; and
the Corporation is hereby specifically authorized to take any and all further
action to effectuate any indemnification of any person which any Ohio
corporation may have power to take (permissible under any statute or under
general law), by any vote of the Shareholders, vote of disinterested Directors,
by any Agreement, or otherwise. This Section of the Code of Regulations of the
Corporation shall be interpreted in all respects to expand such power to
indemnify to the maximum extent permissible to any Ohio Corporation
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with regard to the particular facts of each case, and not in any way limit any
statutory or other power to indemnify, or right of any individual to
indemnification.
(b) Insurance for Indemnification. The Corporation may
purchase and maintain insurance for protection of the Corporation and for
protection of any Director, officer, employee and/or any other person for whose
protection, and to the fullest extent, such insurance may be purchased and
maintained under Ohio law. Such policy or policies of insurance may provide such
coverage and be upon such terms and conditions as shall be authorized or
approved from time to time by the Board of Directors of the Shareholders of the
Corporation.
ARTICLE VI
Securities Held by the Corporation
Section 1 Transfer of Securities Owned by the Corporation.
All endorsements, assignments, transfers, stock powers, share
powers or other instruments of transfer of securities standing in the name of
the Corporation shall be executed for and in the name of the Corporation by the
President, by a Vice President, by the Secretary or by the Treasurer or by any
other person or persons as may be thereunto authorized by the Board of
Directors.
Section 2 Voting Securities Held by the Corporation.
The Chairman of the Board, President, any Vice President,
Secretary or Treasurer, in person or by another person thereunto authorized by
the Board of Directors, in person or by proxy or proxies appointed by him, shall
have full power and authority on behalf of the Corporation to vote, act and
consent with respect to any securities issued by other corporations which the
Corporation may own.
ARTICLE VII
Share Certificate
Section 1 Transfer and Registration of Certificates.
The Board of Directors shall have authority to make such rules
and regulations, not inconsistent with law, the Articles or these Regulations,
as it deems expedient concerning the issuance, transfer and registration of
certificates for shares and the shares represented thereby and may appoint
transfer agents and registrars thereof.
Section 2 Substituted Certificates.
Any person claiming that a certificate fore shares has been
lost, stolen or destroyed, shall make an affidavit or affirmation of that fact
and, if required, shall give the Corporation (and its registrar or registrars
and its transfer agent or agents, if any) a bond of indemnity, in such form and
with one or more sureties satisfactory to the Board, and, if required by the
Board of Directors, shall advertise the same in such manner as the Board of
Directors say
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require, whereupon a new certificate may be executed and delivered of the same
tenor and for the same number of shares as the one alleged to have been lost,
stolen or destroyed.
ARTICLE VIII
Seal
The Directors may adopt a seal for the Corporation which shall
be in such form and of such style as is determined by the Directors. Failure to
adopt a seal or to affix any corporate seal if adopted shall not affect the
validity of any instrument.
ARTICLE IX
Consistency with Articles of Incorporation
If any provision of these Regulations shall be inconsistent
with the Corporation's Articles of Incorporation (and as they may be amended
from time to time), the Articles of Incorporation (as so amended at the time)
shall govern.
ARTICLE X
Section Headings
The headings contained in this Code of Regulations are for
reference purposes only and shall not be construed to be part of and/or shall
not affect in any way the meaning or interpretation of this Code of Regulations.
ARTICLE XI
Amendments
This Code of Regulations of the Corporation (and as it may be
amended from time to time) may be amended or added to by the affirmative vote or
the written consent of the Shareholders of record entitled to exercise a
majority of the voting power on such proposal; provided, however, that if an
amendment or addition is adopted by written consent without a meeting of the
Shareholders, it shall be the duty of the Secretary to enter the amendment or
addition in the records, of the Corporation, and to mail a copy of such
amendment or addition to each Shareholder of record who would be entitled to
vote thereon and did not participate in the adoption thereof.
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