Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 213 1.06M
Business-Combination Transaction
2: EX-2.1 Recapitalization Agreement 78 353K
3: EX-3.1 Articles of Amendment to the Articles of Inc. 6 51K
12: EX-3.10 By-Laws of Imbs, Inc. 20 78K
13: EX-3.11 Articles of Inc. of Inphynet Hospital Services Inc 6 52K
14: EX-3.12 By-Laws of Inphynet Hospital Services, Inc. 14 78K
15: EX-3.13 Certificate of Amendment to Certificate of Inc. 9 56K
16: EX-3.14 By-Laws of Inphynet Medical Management Institute 14 78K
17: EX-3.15 Articles of Incorporation of Karl G. Mangold, Inc. 6 49K
18: EX-3.16 By-Laws of Karl G. Mangold, Inc. 19 99K
19: EX-3.17 Amended and Restated Articles of Incorporation 4 44K
20: EX-3.18 Amendment to By-Laws of Charles L. Springfield Inc 21 92K
21: EX-3.19 Articles of Amendment to the Charter of Clinic Mgt 25 93K
4: EX-3.2 By-Laws of Alliance Corporation 6 55K
22: EX-3.20 By-Laws of Clinic Management Services, Inc. 4 45K
23: EX-3.21 Articles of Incorporation of Daniel & Yeager, Inc. 4 44K
24: EX-3.22 By-Laws of Daniel & Yeager, Inc. 9 58K
25: EX-3.23 Articles of Incorporation of Drs. Sheer, Et Al 16 78K
26: EX-3.24 Amended and Restated By-Laws of Drs. Sheer, Et Al 21 89K
27: EX-3.25 Articles of Amendment to the Charter 14 68K
28: EX-3.26 Amendment to By-Laws of Emergency Coverage Corp. 10 67K
29: EX-3.27 Restated Certificate of Incorporation 74 241K
30: EX-3.28 By-Laws of Emergency Physician Associates, Inc. 16 69K
31: EX-3.29 Articles of Incorporation of Emergency Physicians 3 44K
5: EX-3.3 Articles of Inc. of Emergency Mgmt. Specialist 3 43K
32: EX-3.30 By-Laws of Emergency Physicians of Manatee, Inc. 16 79K
33: EX-3.31 Certificate of Amendment to the Articles of Inc. 9 65K
34: EX-3.32 Code Regulations of Emergency Professional Service 10 65K
35: EX-3.33 Amended and Restated Charter of Emergicare Mgmt. 9 54K
36: EX-3.34 By-Laws of Emergicare Management, Incorporated 16 68K
37: EX-3.35 Articles of Inc. of Emsa Contracting Services Inc. 6 51K
38: EX-3.36 By-Laws of Emsa Contracting Services, Inc. 19 78K
39: EX-3.37 Articles of Amendment to Emsa Louisiana, Inc. 4 47K
40: EX-3.38 By-Laws of Emsa Louisiana, Inc. 19 78K
41: EX-3.39 Articles 0F Amendment to the Charter 3 41K
6: EX-3.4 By-Laws of Emergency Management Specialist, Inc. 6 55K
42: EX-3.40 By-Laws of Hospital Based Physician Services, Inc. 5 45K
43: EX-3.41 Articles of Inc. of Inphynet Anesthesia of Wv, Inc 5 48K
44: EX-3.42 By-Laws of Inphynet Anesthesia of West Virginia 8 58K
45: EX-3.43 Articles If Amendment to the Charter 6 46K
46: EX-3.44 By-Laws of Med: Assure Systems, Inc. 5 46K
47: EX-3.45 Articles of Inc. of Metroamerican Radiology, Inc. 5 46K
48: EX-3.46 By-Laws of Metroamerican Radiology, Inc. 13 76K
49: EX-3.47 Articles of Inc. of Neo-Med, Inc. 2 42K
50: EX-3.48 By-Laws of Neo-Med, Inc. 19 78K
51: EX-3.49 Articles of Inc. of Northwest Emergency Physicians 4 43K
7: EX-3.5 Articles of Incorporation of Emsa South Broward 2 39K
52: EX-3.50 By-Laws of Northwest Emergency Physicians, Inc. 7 59K
53: EX-3.51 Certificate of Amendment of Certificate of Inc. 10 59K
54: EX-3.52 By-Laws of Paragon Anesthesia, Inc. 20 78K
55: EX-3.53 Articles of Inc. of Paragon Contracting Services 7 50K
56: EX-3.54 By-Laws of Paragon Contracting Services, Inc. 20 78K
57: EX-3.55 Certificate of Amendment of Certificate of Inc. 3 45K
58: EX-3.56 By-Laws of Paragon Imaging Consultants, Inc. 8 59K
59: EX-3.57 Articles of Incorporation of Quantum Plus, Inc. 1 39K
60: EX-3.58 By-Laws of Quantum Plus, Inc. 16 92K
61: EX-3.59 Amendment and Restated Articles of Incorporation 11 57K
8: EX-3.6 By-Laws of Emsa South Broward, Inc. 7 60K
62: EX-3.60 Code Regulations of Reich, Seidelmann & Janicki Co 7 56K
63: EX-3.61 Articles of Inc. of Rosendorf, Marguiles, Et Al 70 240K
64: EX-3.62 By-Laws of Rosendorf, Marguiles, Et Al 14 91K
65: EX-3.63 Articles of Amendment to the Articles of Inc. 4 43K
66: EX-3.64 By-Laws of Sarasota Emergency Medical Consultants 18 78K
67: EX-3.65 Articles of Amendment to the Charter 7 49K
68: EX-3.66 By-Laws of Southeastern Emergency Physicians, Inc. 4 48K
69: EX-3.67 Articles of Amendment to the Charter 9 51K
70: EX-3.68 By-Laws of Southeastern Emergency Physicians 5 45K
71: EX-3.69 Charter of Team Health Financial Services, Inc. 2 40K
9: EX-3.7 Articles of Incorporation of Herschel Fischer, Inc 6 50K
72: EX-3.70 By-Laws of Team Health Financial Services, Inc. 8 66K
73: EX-3.71 Articles of Inc. of Team Radiology, Inc. 5 48K
74: EX-3.72 By-Laws of Team Radiology, Inc. 14 82K
75: EX-3.73 Certificate of Incorporation of Thbs, Inc. 2 42K
76: EX-3.74 By-Laws of Thbs, Inc. 8 64K
77: EX-3.75 Amended and Restated Articles of Incorporation 18 79K
78: EX-3.76 By-Laws of the Emergency Associates of Medicine 11 70K
79: EX-3.77 Articles of Inc. of Virginia Emergency Physicians 3 44K
80: EX-3.78 Amended and Restated By-Laws of Virginia Emergency 25 101K
81: EX-3.79 Articles of Incorporation of Emsa Joliet, Inc. 7 48K
10: EX-3.8 By-Laws of Herschel Fischer, Inc. 19 117K
82: EX-3.80 By-Laws of Emsa Joliet, Inc. 19 78K
83: EX-3.81 Certificate of Limited Partnership 2 43K
84: EX-3.82 Certificate of Limited Partnership 1 38K
85: EX-3.83 Certificate of Limited Partnership 1 40K
86: EX-3.84 Partnership Agreement 3 45K
87: EX-3.85 Partnership Agreement 2 42K
11: EX-3.9 Articles of Incorporation of Imbs, Inc. 6 52K
88: EX-4.1 Indenture 120 504K
89: EX-5.1 Opinion of Kirkland & Ellis 5 49K
90: EX-9.1 Stockholders Agreement 17 97K
91: EX-9.2 Securityholders Agreement 22 116K
92: EX-10.1 Registration Rights Agreement 25 118K
101: EX-10.10 Amendment and Restatement 19 89K
102: EX-10.11 Lease Agreement 30 122K
103: EX-10.12 Lease Agreement 26 109K
93: EX-10.2 Purchase Agreement 46 168K
94: EX-10.3 Equity Deferred Compensation Plan 14 87K
95: EX-10.4 Management Services Agreement 6 52K
96: EX-10.5 Registration Agreement 18 103K
97: EX-10.6 Registration Agreement 22 121K
98: EX-10.7 Trust Agreement 10 58K
99: EX-10.8 Credit Agreement 269 896K
100: EX-10.9 Plan Provision Nonqualified Excess Deferral Plan 7 58K
104: EX-12.1 Statement of Ratio of Earnings to Fixed Charges 1 38K
105: EX-21.1 Subsidiaries of the Registrant 2 44K
106: EX-23.1 Consent of Ernst & Young, LLP. 1 38K
107: EX-25.1 Statement of Eligibility of Trustee on Form T-1 14 84K
108: EX-27.1 Financial Data Schedule 1 41K
109: EX-99.1 Form of Letter of Transmittal 9 81K
110: EX-99.2 Form of Letter of Notice of Guaranteed Delivery 4 51K
111: EX-99.3 Form of Tender Instructions 2 41K
EX-3.44 — By-Laws of Med: Assure Systems, Inc.
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EXHIBIT 3.44
BY-LAWS
OF
MED: ASSURE, INC.
ARTICLE I
MEETING OF SHAREHOLDERS
1. Annual Meeting. The annual meeting of the shareholders shall be held
at such time and place, either within or without this State, as may be
designated from time to time by the directors.
2. Special Meetings. Special meetings of the shareholders may be called
by the president, a majority of the board of directors, or by the holders of not
less than ten percent (10%) of all the shares entitled to vote at such meeting.
The place of said meetings shall be designated by the directors.
3. Notice of Shareholder Meetings. Written or printed notice stating
the place, day, and hour of meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called and the person or persons
calling the meeting, shall be delivered either personally or by mail by or at
the direction of the president, secretary, officer, or person calling the
meeting to each shareholder entitled to vote at the meeting. If mailed, such
notice shall be delivered not less than ten (10) days nor more than two (2)
months before the date of the meeting, and shall be deemed to be delivered when
deposited in the United States mail postpaid and addressed to the shareholder at
his address as it appears on the stock transfer books of their corporation, and
shall be deemed delivered when actually received by the shareholder. The person
giving such notice shall certify that the notice required by this paragraph has
been given.
4. Quorum Requirements. A majority of the shares entitled to vote shall
constitute a quorum for the transactions of business. Once a share is
represented for any purpose at a meeting, it shall be deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record dates is or must be set for that adjourned meeting.
5. Voting and Proxies. If a quorum exists, action on a matter (other
than the election of Directors) shall be approved if the votes favoring the
action exceed the vote opposing the action. A shareholder may vote his or her
shares either in person or by written proxy, which proxy is effective when
received by the secretary or other person authorized to tabulate votes. No proxy
shall be valid after the expiration of eleven (11) months from the date of its
execution unless otherwise provided in the proxy.
ARTICLE II
BOARD OF DIRECTORS
1. Qualification and Election. Directors need not be shareholders or
residents of this State. They shall be elected by plurality of the votes cast at
the annual meetings of the shareholders at which a quorum is present. Each
director shall hold office until the expiration of the term for which he is
elected, and thereafter until his successor has been elected and qualified.
2. Number. The number of directors shall be fixed from time to time by
the shareholders, or by a majority of the entire board of directors, but shall
never be less than the number required by the law.
3. Meetings. The annual meeting of the board of directors shall be held
immediately after the adjournment of the annual meeting of the shareholders, at
which time the officers of the corporation shall be elected. The board may also
designate more frequent intervals for regular meetings. Special meetings may be
called at any time by the chairman of the board, president, or any two (2)
directors.
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4. Notice of Directors' Meetings. The annual and all regular board
meetings may be held without notice. Special meetings shall be held upon notice
sent by usual means of communication not less than three (3) days before the
meeting.
5. Quorum and Vote. The presence of a majority of the directors shall
constitute a quorum for the transaction of business. Notice of an adjourned
meeting need not be given if the time and place to which the meeting is
adjourned are fixed at the meeting at which the adjournment is taken, and if the
period of adjournment does not exceed one (1) month in any one adjournment. The
vote of a majority of the directors present at a meeting at which quorum is
present shall be the act of the board.
6. Executive and Other Committees. The board of directors, by a
resolution adopted by a majority of its members, may designate an executive
committee, consisting of two or more directors, and other committees, consisting
of two or more persons, and may delegate to such committee or committees any and
all such authority as is permitted by law.
ARTICLE III
OFFICERS
1. Number. The corporation shall have a president, vice president,
treasurer and a secretary, and such other officers as the board of directors
shall from time to time deem necessary. Any two or more offices may be held by
the same person, except the offices of president and secretary.
2. Election and Term. The officers shall be elected by the board at its
annual meeting. Each officer shall serve until the expiration of the term for
which he is elected, and thereafter until his successor has been elected and
qualified.
3. Duties. All officers shall have such authority and perform such
duties in the management of the corporation as are normally incident to their
offices, and in addition thereto,
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each officer shall have authority to act in the same capacity as the president
in the transacting of corporate business.
ARTICLE IV
RESIGNATIONS, REMOVALS AND VACANCIES
1. Resignations. Any officer or director may resign at any time by
giving written notice to the chairman of the board, the president, or the
secretary. Any such resignation shall take effect at the time specified therein,
or, if no time is specified, then upon its acceptance by the board of directors.
2. Removal of Officers. Any officer or agent may be removed by the
board at any time with or without cause.
3. Removal of Directors. Any or all of the directors may be removed
either with or without cause by a proper vote of the shareholders.
4. Vacancies. Newly created directorship resulting from an increase in
the number of directors, and vacancies occurring in any office or directorship
for any reason, including removal of an officer or director, may be filled by
the vote of a majority of the directors then in office, even if less than a
quorum exists.
ARTICLE V
CAPITAL STOCK
1. Stock Certificates. Every shareholder shall be entitled to a
certificate or certificates of capital stock of the corporation in such form as
may be prescribed by the board of directors. Unless otherwise decided by the
board, such certificates shall be signed by the president and the secretary of
the corporation.
2. Transfer of Shares. Shares of stock may be transferred on the books
of the corporation by delivery and surrender of the property assigned
certificate, but subject to any
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restrictions or transfer imposed by either the applicable securities laws or any
shareholder agreement.
3. Loss of Certificates. In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms as the board of directors shall prescribe.
ARTICLE VI
ACTION BY CONSENT
Whenever the shareholders or directors are required or permitted to
take any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by all the persons or
entities entitled to vote thereon. The affirmative vote of the number of shares
or directors that would be necessary to take such action at a meeting shall be
the act of the shareholders or directors, as the case may be.
ARTICLE VII
AMENDMENT OF BY-LAWS
These by-laws may be amended, added to, or repealed either by the
shareholders or the board of directors as provided by statute. Any change in the
by-laws made by the board of directors, however, may be amended or repealed by
the shareholders.
CERTIFICATION
I certify that these by-laws were duly adopted at the organizational
meeting of the corporation held on the 25th day of February, 1997.
/s/
-----------------------------
INCORPORATOR
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