Exhibit 3.2
Bylaws
of
Island Critical Care Corp.
ARTICLE I. DIRECTORS
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Section 1. Function. All corporate powers shall be exercise by or under the
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authority of the Board of Directors. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. Directors must
be natural persons who are at least 18 years of age but need not be shareholders
of the Corporation. Residents of any state may be directors.
Section 2. Compensation. The shareholders shall have authority to fix the
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compensation of directors. Unless specifically authorized by a resolution of
the shareholders, the directors shall serve in such capacity without
compensation.
Section 3. Presumption of Assent. A director who is present at a meeting of
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the Board of Directors or a committee of the Board of Directors at which action
on any corporate matter is taken shall be presumed to have assented to the
action taken unless he objects at the beginning of the meeting (or promptly upon
arriving) to the holding of the meeting or transacting the specified business at
the meeting, or if the director votes against the action taken or abstains from
voting because of an asserted conflict of interest.
Section 4. Number. The Corporation shall have at least the minimum number
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of directors required by law. The number of directors may be increased or
decreased from time to time by the Board of Directors.
Section 5. Election and Term. At each annual meeting of shareholders,
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the shareholders shall elect directors to hold office until the next annual
meeting or until their earlier resignation, removal from office or death.
Directors shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors,
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including a vacancy created by an increase in the number of directors, may be
filled by the shareholders or by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders. If there are no remaining
directors, the vacancy shall be filled by the shareholders.
Section 7. Removal of Directors. At a meeting of shareholder's, any
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director or the entire Board of Directors may be removed, with or without cause,
provided the notice of the meeting states that one of the purposes of the
meeting is the removal of the director. A director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast against
removal.
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Section 8. Quorum and Voting. A -majority of the number of directors
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fixed by these Bylaws shall constitute a quorum for the transaction of business.
The act of a majority of directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 9. Executive and Other Committees. The Board of Directors, by
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resolution adopted by a majority of the full Board of Directors, may designate
from among its members one or more committees each of which must have at least
two members. Each committee shall have the authority set forth in the resolution
designating the committee.
Section 10. Place of Meeting. Regular and special meetings of the Board of
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Directors shall be held at the principal place of business of the Corporation or
at another place designated by the person or persons giving notice or otherwise
calling the meeting.
Section 11. Time, Notice and Call of Meetings. Regular meetings of the
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Board of Directors shall be held without notice at the time and on the date
designated by resolution of the Board of Directors. Written notice of the time,
date and place of special meetings of the Board of Directors shall be given to
each director by mail delivery at least two days before the meeting.
Notice of a meeting of the Board of Directors need not be given to a
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting constitutes a waiver of notice of that
meeting and waiver of all objections to the place of the meeting, the time of
the meeting, and the manner in which it has been called or convened, unless a
director objects to the transaction of business (promptly upon arrival at the
meeting) because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors must be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to
another time and place. Notice of an adjourned meeting shall be given to
the directors who were not present at the time of the adjournment and, unless
the time and place of the adjourned meeting are announced at the time of the
adjournment, to the other directors. Meetings of the Board of Directors may be
called by the President or the Chairman of the Board of Directors. Members of
the Board of Directors and any committee of the Board may participate in a
meeting by telephone conference or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation by these means constitutes presence in person at a meeting.
Section 12. Action By Written Consent. Any action required or permitted to
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be taken at a meeting of directors may be taken without a meeting if a consent^'
in writing setting forth the action to be taken and signed by all of the
directors is filed in the minutes of the proceedings of the Board. The action
taken shall be deemed effective when the last director signs the consent/ unless
the consent specifies otherwise.
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ARTICLE II. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of
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the corporation for the election of officers and for such other business as may
properly come before the meeting shall be held at such time and place as
designated by the Board of Directors.
Section 2. Special Meeting. Special meetings of the shareholders shall
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be held when directed by the President or when requested in writing by
shareholders holding at least 10% of the Corporation's stock having the right
and entitled to vote at such meeting. A meeting requested by shareholders shall
be called by the President for a date not less than 10 nor more than 60 days
after the request is made. Only business within the purposes described in the
meeting notice may be conducted at a special shareholders' meeting.
Section 3. Place. Meetings of the shareholders will be held at the
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principal place of business of the Corporation or at such other place as is
designated by the Board of Directors.
Section 4. Notice. A written notice of each meeting of shareholders
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shall be mailed to each shareholder having the right and entitled to vote at the
meeting at the address as it appears on the records of the Corporation. The
meeting notice shall be mailed not less than 10 or more than 60 days before the
date set for the meeting. The record date for determining shareholders entitled
to vote at the meeting will be the close of business on the day before the
notice is sent. The notice shall state the time and place the meeting is to be
held. A notice of a special meeting shall also state the purposes of the
meeting. A notice of meeting shall be sufficient for that meeting and any
adjournment of it. If a shareholder transfers any shares after the notice is
sent, it shall not be necessary to notify the transferee. All shareholders may
waive notice of a meeting at any time.
Section 5. Shareholder Quorum. A majority of the shares entitled to
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vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. Any number of shareholders, even if less than a quorum/ may
adjourn the meeting without further notice until a quorum is obtained.
Section 6. Shareholder Voting. If a quorum is present, the affirmative
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vote of a majority of the shares represented at the meeting and entitled to vote
on the subject matter shall be the act of the shareholders. Each outstanding
share shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. An. alphabetical list of all shareholders who are
entitled to notice of a shareholders' meeting along with their addresses and the
number of shares held by each shall be produced at a shareholders' meeting upon
the request of any shareholder.
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Section 7. Proxies. A shareholder entitled to vote at any meeting of
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shareholders or any adjournment thereof may vote in person or by proxy executed
in writing and signed by the shareholder or his attorney-in-fact. The
appointment of proxy will be effective when received by the Corporation's
officer or agent authorized to tabulate votes. No proxy shall be valid more than
11 months after the date of its execution unless a longer term is expressly
stated in the proxy.
Section 8. Validation. If shareholders who hold a majority of the voting
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stock entitled to vote at a meeting are present at the meeting, and sign a
written consent to the meeting on the record, the acts of the meeting shall be
valid/ even if the meeting was not legally called and noticed.
Section 9. Conduct of Business By Written Consent. Any action of the
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shareholders may be taken without a meeting if written consents, setting forth
the action taken, are signed by at least a majority of shares entitled to vote
and are delivered to the officer or agent of the Corporation having custody of
the Corporation's records within 60 days after the date that the earliest
written consent was delivered. Within 10 days after obtaining an authorization
of an action by written consent, notice shall be given to those shareholders who
have not consented in writing or who are not entitled to vote on the action. The
notice shall fairly summarize the material features of the authorized action.
If the action creates dissenters' rights, the notice shall contain a clear
statement of the right of dissenting shareholders to be paid the fair value of
their shares upon compliance with and as provided for by the state law governing
corporations.
ARTICLE III. OFFICERS
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Section 1. Officers: Election; Resignation; Vacancies. The Corporation
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shall have the officers and assistant officers that the Board of Directors
appoints from time to time. Except as otherwise provided in an employment
agreement which the Corporation has with an officer, each officer shall serve
until a successor is chosen by the directors at a regular or special meeting of
the directors or until removed. Officers and agents shall be chosen, serve for
the terms, and have the duties determined by the directors. A person may hold
two or more offices.
Any officer may resign at any time upon written notice to the
Corporation. The resignation shall be effective upon receipt, unless the
notice specifies a later date. If the resignation is effective at a later
date and the Corporation accepts the future effective date, the Board, of
Directors may fill the pending vacancy before the effective date provided
the successor officer does not take office until the future effective date.
Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise may be filled for the unexpired portion
of the term by the Board of Directors at any regular or special meeting.
Section 2. Powers and Duties of Officers. The officers of the Corporation
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shall have such powers and duties in the management of the Corporation as may be
prescribed by the Board of Directors and, to the extent not so provided, as
generally pertain to their respective offices, subject to the control of the
Board of Directors.
Section 3. Removal of Officers. An officer or agent or member of a
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committee elected or appointed by the Board of Directors may be removed by the
Board with or without cause 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 of an officer, agent or member of a committee shall not of itself
create contract rights. Any officer, if appointed by another officer, may be
removed by that officer.
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Section 4. Salaries. The Board of Directors may cause the Corporation
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to enter into employment agreements with any officer of the Corporation.
Unless provided for in an employment agreement between the Corporation and an
officer, all officers of the Corporation serve in their capacities without
compensation.
Section 5. Bank Accounts. The Corporation shall have accounts with
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financial institutions as determined by the Board of Directors.
ARTICLE IV. DISTRIBUTIONS
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The Board of Directors may, from time to time, declare distributions
to its shareholders in cash, property, or its own shares, unless the
distribution would cause (i) the Corporation to be unable to pay its debts
as they become due in the usual course of business, or (ii) the
Corporation's assets to be less than its liabilities plus the amount
necessary, if the Corporation were dissolved at the time of the
distribution, to satisfy the preferential rights of shareholders whose
rights are superior to those receiving the distribution. The shareholders
and the Corporation may enter into an agreement requiring the distribution
of corporate profits/ subject to the provisions of law.
ARTICLE V. CORPORATE RECORDS
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Section 1. Corporate Records. The corporation shall maintain its records in
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written form or in another form capable of conversion into written form within a
reasonable time. The Corporation shall keep as permanent records minutes of all
meetings of its shareholders and Board of Directors, a record of all actions
taken by the shareholders or ^Board of Directors without a meeting, and a record
of all actions taken by a committee of the Board of Directors on behalf of the
Corporation. The Corporation shall maintain accurate accounting records and a
record of its shareholders in a form that permits preparation of a list of the
names and addresses of all shareholders in alphabetical order by class of shares
showing the number and series of shares held by each.
The Corporation shall keep a copy of its articles or restated articles of
incorporation and all amendments to them currently in effect; these Bylaws or
restated Bylaws and all amendments currently in effect; resolutions adopted by
the Board of Directors creating one or more classes or series of shares and
fixing their relative rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding; the minutes of all shareholders'
meetings and records of all actions taken by shareholders without a meeting for
the past three years; written communications to all shareholders generally or
all shareholders of a class of series within the past three years, including the
financial statements furnished for the last three years; a list of names and
business street addresses of its current directors and officers; and its most
recent annual report delivered to the Department of State.
Section 2. Shareholders' Inspection Rights. A shareholder is entitled to
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inspect and copy, during regular business hours at a reasonable location
specified by the Corporation, any books and records of the Corporation. The
shareholder must give the Corporation written notice of this demand at least
five business days before the date on which he wishes to inspect and copy the
record (s) . The demand must be made in good faith and for a proper purpose.
The shareholder must describe with reasonable particularity the purpose and the
records he desires to inspect, and the records must be directly connected with
this purpose. This Section does not affect the right of a shareholder to inspect
and copy the shareholders' list described in this Article if the shareholder is
in litigation with the Corporation. In' such a case, the shareholder shall have
the same rights as any other litigant to compel the production of corporate
records for examination.
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The Corporation may deny any demand for inspection if the demand was made
for an improper purpose, or if the demanding shareholder has within the two
years preceding his demand, sold or offered for sale any list of shareholders of
the Corporation or of any other corporation, had aided or abetted any person in
procuring any list of shareholders for that purpose, or has improperly used any
information secured through any prior examination of the records of this
Corporation or any other corporation.
Section 3. Financial Statements for Shareholders. Unless modified by
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resolution of the shareholders within 120 days after the close of each fiscal
year, the Corporation shall furnish its shareholders with annual financial
statements which may be consolidated or combined statements of the Corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, . and
a statement of cash flows for that year. If financial statements are prepared
for the Corporation on the basis of generally accepted accounting principles,
the annual financial statements must also be prepared- on that basis.
If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the President or the person responsible for the
Corporation's accounting records stating his reasonable belief whether the
statements were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation and describing any
respects in which the statements were not prepared on a basis of accounting
consistent with the statements prepared for the preceding year. The Corporation
shall mail the annual financial statements to each shareholder within 120 days
after the close of each fiscal year or within such additional time thereafter as
is reasonably necessary to enable the Corporation to prepare its financial
statements. Thereafter, on written request from a shareholder who was not
mailed the statements, the Corporation shall mail him the latest annual
financial statements.
Section 4. Other Reports to Shareholders. If the Corporation indemnifies
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or advances expenses to any director, officer, employee or agent otherwise than
by court order or action by the shareholders or by an insurance carrier pursuant
to insurance maintained by the Corporation, the Corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next annual shareholders' meeting, or prior to the meeting if the
indemnification or advance occurs after the giving of the notice but prior to
the time the annual meeting is held. This report shall include a statement
specifying the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.
If the Corporation issues or authorizes the issuance of shares for promises
to render services in the future, the Corporation shall report in writing to the
shareholders the number of shares authorized or issued, and the consideration
received by the corporation, with or before the notice of the next shareholders'
meeting.
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ARTICLE VI. STOCK CERTIFICATES
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Section 1. Issuance. The Board of Directors may authorize the issuance of
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some or all of the shares of any or all of its classes or series without
certificates. Each certificate issued shall be signed by the President and the
Secretary (or the Treasurer). The rights and obligations of shareholders are
identical whether or not their shares are represented by certificates.
Section 2. Registered Shareholders. No certificate shall be issued for any
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share until the share is fully paid. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as
otherwise provided by law, shall not be bound to recognize any equitable or
other claim to or interest in the shares.
Section 3. Transfer of Shares. Shares of the Corporation shall be
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transferred on its books only after the surrender to the Corporation of the
share certificates duly endorsed by the holder of record or attorney-in-fact. If
the surrendered certificates are canceled, new certificates shall be issued to
the person entitled to them, and the transaction recorded on the books of the
Corporation.
Section 4. Lost, Stolen or Destroyed Certificates. If a shareholder
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claims to have lost or destroyed a certificate of shares issued by the
Corporation, a new certificate shall be issued upon the delivery to the
Corporation of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed, and, at the discretion of the Board of
Directors, upon the deposit of a bond or other indemnity as the Board reasonably
requires.
ARTICLE VII. INDEMNIFICATION
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Section 1. Right to Indemnification. The Corporation hereby indemnifies
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each person (including the heirs, executors, administrators, or estate of such
person) who is or was a director or officer of the Corporation to the fullest
extent permitted or authorized by current or future legislation or judicial or
administrative decision against all fines, liabilities, costs and expenses,
including attorneys' fees, arising out of his or her status as a director,
officer, agent, employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled. The Corporation may maintain insurance, at
its expense, to protect itself and all officers and directors against fines,
liabilities, costs and expenses, whether or not the Corporation would have the
legal power to indemnify them directly against such liability.
Section 2. Advances. Costs, charges and expenses (including attorneys'
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fees) incurred by a person referred to in Section 1 of this Article in defending
a civil or criminal proceeding shall be paid by the Corporation in advance of
the final disposition thereof upon receipt of an undertaking to repay all
amounts advanced if it is ultimately determined that the person is not entitled
to be indemnified by the Corporation as authorized by this Article, and upon
satisfaction of other conditions required by current or future legislation.
Section 3. Savings Clause. If this Article or any portion of it is
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invalidated on any ground by a court of competent jurisdiction, the Corporation
nevertheless indemnifies each person described in Section 1 of this Article to
the fullest extent permitted by all portions of this Article that have not been
invalidated and to the fullest extent permitted by law.
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ARTICLE VIII. AMENDMENT
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These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by a
majority vote of the directors or by a vote of the shareholders holding a
majority of the shares.
I certify that these are the Bylaws adopted by the Board of Directors of the
Corporation.
/s/ J. Paul Hines
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Secretary J. Paul Hines
Date: December 15th 1999
