Exhibit 3(b)(2)
AS ADOPTED BY THE BOARD OF DIRECTORS ON JUNE 16, 2000
AND AS EFFECTIVE ON SEPTEMBER 1, 2000
BY-LAWS OF LIFEPOINT, INC.
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. The Annual Meeting. The annual meeting of stockholders
of LifePoint, Inc. (the "Corporation") for the election of directors and for
the transaction of such other business as may come before the meeting shall
be on the third Friday of August of each year at such time and at such
location as shall be designated by the Board of Directors or at such other
date, time, and location as the Board of Directors shall designate.
Section 2. Special Meetings. Special meetings of the stockholders,
unless otherwise prescribed by statute, may be called at any time by the
Board of Directors, the Chairman of the Board or the President and shall be
called by the President or Secretary at the request in writing of stockholders
of record owning at least fifty percentum of the shares of stock of the
Corporation outstanding and entitled to vote.
Section 3. Notice of Meetings. Notice of the place, date and time
of the holding of each annual and special meeting of the stockholders and,
in the case of a special meeting, the purpose or purposes thereof, shall be
given personally or by mail in a postage prepaid envelope to each stockholder
entitled to vote at such meeting, not less than ten nor more than sixty days
before the date of such meeting, and, if mailed, shall be directed to such
stockholder at his, her or its address as it appears on the records of the
Corporation, unless he, she or it shall have filed with the Secretary of the
Corporation a written request that notices to him, her or it be mailed to
some other address, in which case it shall be directed to him, her or it at
such other address. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in
person or by proxy and shall not, at the beginning of such meeting, object
to the transaction of any business because the meeting is not lawfully
called or convened, or who shall, either before or after the meeting, submit
a signed waiver of notice, in person or by proxy. Unless the Board of
Directors shall fix, after the adjournment, a new record date for an
adjourned meeting, notice of such adjourned meeting need not be given if the
time and place to which the meeting shall be adjourned were announced at the
meeting at which the adjournment was taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than thirty days, or
if after the adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 4. Place of Meetings. Meetings of the stockholders may be
held at such place, within or without the State of Delaware, as the Board of
Directors or the officer calling the same shall specify in the notice of such
meeting, or in a duly executed waiver of notice thereof.
Section 5. Quorum. At all meetings of the stockholders the holders
of a majority of the shares of stock of the Corporation entitled to vote,
present in person or by proxy, shall constitute a quorum for the transaction
of any business, except as otherwise provided by statute or in the
Certificate of Incorporation. In the absence of a quorum, the holders of a
majority of the shares of stock present in person or by proxy and entitled
to vote, or if no stockholder entitled to vote is present, then any officer
of the Corporation may adjourn the meeting. At any such adjourned meeting
at which a quorum may be present, any business may be transacted which might
have been transacted at the meeting as originally called.
Section 6. Organization. At each meeting of the stockholders, the
Chairman of the Board, or in his or her absence or inability to act, the
President, or in his or her absence or inability to act, any person chosen
by a majority of those stockholders present, in person or by proxy, and
entitled to vote shall act as chairperson of the meeting. The Secretary, or
in his or her absence or inability to act, any person appointed by the
chairperson of the meeting, shall act as secretary of the meeting and keep
the minutes thereof.
Section 7. Order of Business. The order of business at all meetings
of the stockholders shall be as determined by the chairperson of the meeting.
Section 8. Voting. Except as otherwise provided by statute, by the
Certificate of Incorporation, or by any certificate duly filed in the State
of Delaware pursuant to Section 151 of the Delaware General Corporation Law,
each holder of record of shares of stock of the Corporation having voting
power shall be entitled at each meeting of the stockholders to one vote for
every share of such stock standing in his, her or its name on the record of
stockholders of the Corporation on the date fixed by the Board of Directors
as the record date for the determination of the stockholders who shall be
entitled to notice of, and to vote at, such meeting, or, if such record date
shall not have been so fixed, then at the close of business on the day next
preceding the date on which notice thereof shall be given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held. Each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act for him, her or
it by a proxy signed by such stockholder or his, her or its attorney-in-fact.
Any such proxy shall be delivered to the secretary of such meeting at or
prior to the time designated in the order of business for so delivering such
proxies. No proxy shall be valid after the expiration of three years from
the date thereof, unless otherwise provided in the proxy. Every proxy shall
be revocable at the pleasure of the stockholder executing it, except in those
cases where an irrevocable proxy is permitted by law. Except as otherwise
provided by statute, these By-Laws, or the Certificate of Incorporation, any
corporate action to be taken by vote of the stockholders shall be authorized
by a majority of the total votes cast at a meeting of stockholders by the
holders of shares present in person or represented by proxy and entitled to
vote on such action. Unless required by statute, or determined by the
chairperson of the meeting to be advisable, the vote on any question need not
be by written ballot. On a vote by written ballot, each ballot shall be
signed by the stockholder voting, or by his, her or its proxy, if there be
such proxy, and shall state the number of shares voted.
Section 9. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting either at a
place within the city where the meeting is to be held, or at the principal
place of business of the Corporation, either of which places shall be
specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof and
may be inspected by any stockholder who is present.
Section 10. Inspectors. The Board of Directors may, in advance of
any meeting of stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspectors shall not be so
appointed or if any of them fail to appear or act, the chairperson of the
meeting may, and on the request of any stockholder entitled to vote thereat
shall, appoint inspectors. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his or her ability. The inspectors shall determine,
based on the number of shares represented at the meeting, the existence of a
quorum and the validity and effect of proxies; shall receive votes, ballots
or consents; shall hear and determine all challenges and questions arising
in connection with the right to vote; shall count and tabulate all votes,
ballots or consents; shall determine the result; and shall do such acts as
are proper to conduct the election or vote with fairness to all stockholders.
On the request of the chairperson of the meeting or of any stockholder
entitled to vote thereat, the inspectors shall make a report in writing of
any challenge, request or matter determined by them and shall execute a
certificate of any fact found by them. No director or candidate for the
office of director shall act as inspector of an election of directors.
Inspectors need not be stockholders.
Section 11. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required
or permitted to be taken at an annual or special meeting of stockholders may
be taken without a meeting, without prior notice and without a vote if a
consent or consents in writing, setting forth the action so taken, shall be
signed 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 therein were present and vote
and shall be delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business or the
Secretary of the Corporation; provided that prompt notice shall be given to
all stockholders not signing such written consent or consents of the taking
of such corporate action without a meeting and by less than an unanimous
written consent.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not by statute or the Certificate
of Incorporation directed or required to be exercised or done by the
stockholders.
Section 2. Number, Qualifications Election, and Term of Office. The
number of directors of the Corporation shall be not less than three (3) nor
more than nine (9), as shall be determined by resolution of the Board of
Directors. By vote of a majority of the entire Board of Directors or
amendment of these By-Laws, the number thereof may be increased or decreased
as may be so provided, subject to the provisions of Section 11 of this
Article II. All of the directors shall be of full age. Directors need not
be stockholders. Except as otherwise provided by statute, these By-Laws or
the Certificate of Incorporation, the directors shall be elected at the
annual meeting of the stockholders for the election of directors at which a
quorum is present, and the persons receiving a plurality of the votes cast at
such election shall be elected. Each director shall hold office until his or
her successor shall have been duly elected and qualified or until his or her
death, or until he or she shall have resigned, or have been removed, as
hereinafter provided in these By-Laws, or as otherwise provided by statute or
the Certificate of Incorporation.
Section 3. Place of Meeting. Meetings of the Board of Directors may
be held at such place, within or without the State of Delaware, as the Board
of Directors may from time to time determine or shall be specified in the
notice or waiver of notice of such meeting.
Section 4. First Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of the
stockholders, on the same day and at the same place where such annual
meeting shall be held. Notice of such meeting need not be given. Such
meeting may be held at any other time or place (within or without the State
of Delaware) which shall be specified in a notice thereof given as
hereinafter provided in Section 7 of this Article II.
Section 5. Regular Meetings. Regular meetings of the Board of
Directors shall be held quarterly on such date, at such time and such
place as the Board of Directors may from time to time determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting which would otherwise be held on
that day shall be held at the same hour on the next succeeding business day.
Notice of regular meetings of the Board of Directors need not be given except
as otherwise required by statute or these By-Laws.
Section 6. Special Meetings. Special meetings of the Board of
Directors may be called by one or more directors of the Corporation, by the
Chairman of the Board or by the President.
Section 7. Notice of Meetings. Notice of each special meeting of
the Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary or the other officer calling the
meeting as hereinafter provided in this Section 7, in which notice shall be
stated the time and place of the meeting. Notice of each such meeting shall
be delivered to each director either personally or by telephone, telegraph
cable or wireless, at least twenty-four hours before the time at which such
meeting is to be held or by first class mail, postage prepaid, addressed to
him or her at his or her residence, or usual place of business, at least
three days before the day on which such meeting is to be held. Notice of
any such meeting need not be given to any director who shall, either before
or after the meeting, submit a signed waiver of notice or who shall attend
such meeting without protesting, prior to or at its commencement, the lack of
notice to him or her. Except as otherwise specifically required by these
By-Laws, a notice or waiver of notice of any regular or special meeting need
not state the purpose of such meeting.
Section 8. Quorum and Manner of Acting. A majority of the entire
Board of Directors shall be present in person at any meeting of the Board of
Directors in order to constitute a quorum for the transaction of business at
such meeting and, except as otherwise expressly required by statute or the
Certificate of Incorporation, the act 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. In the absence of a quorum at any meeting of the Board of
Directors, a majority of the directors present thereat, or, if no director
be present, the Secretary, may adjourn such meeting to another time and place,
or such meeting, unless it be the first meeting of the Board of Directors,
need not be held. At any adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the
meeting as originally called. Except as provided in this Article II of
these By-Laws, the directors shall act only as a Board and the individual
directors shall have no power as such.
Section 9. Organization. At each meeting of the Board of Directors,
the Chairman of the Board, or, in his or her absence or inability to act, the
President or another director chosen by a majority of the directors present
shall act as chairperson of the meeting and preside thereat. The Secretary
(or, in his or her absence or inability to act, any person appointed by the
chairperson) shall act as secretary of the meeting and keep the minutes
thereof.
Section 10. Resignations. Any director of the Corporation may resign
at any time by giving written notice of his or her resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary. Any
such resignation shall take effect at the time specified therein, or, if the
time when it shall become effective shall not be specified therein,
immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 11. Vacancies. Vacancies may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of Chancery
may, upon application of any stockholder or stockholders holding at least ten
percent of the votes of the shares at the time outstanding having the right
to vote for such directors, summarily order an election to be held to fill
any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office. Except as otherwise
provided in these By-Laws, when one or more directors shall resign from the
Board of Directors, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have the power to
fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so
chosen shall hold office as provided in this section in the filling of other
vacancies.
Section 12. Removal of Directors. Except as otherwise provided in
the Certificate of Incorporation or in these By-Laws, any director may be
removed, either with or without cause, at any time, by the affirmative vote
of a majority of the votes of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special
meeting of the stockholders called and held for the purpose. The vacancy
in the Board of Directors caused by any such removal may be filled by such
stockholders at such meeting, or, if the stockholders shall fail to fill
such vacancy, as in these By-Laws provided.
Section 13. Compensation. The Board of Directors shall have
authority to fix the compensation, including fees and reimbursement of
expenses, of directors for services to the Corporation in any capacity,
provided no such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 11. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board
of Directors or committee, as the case may be, consent thereto in writing and
the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.
ARTICLE III
OFFICERS
Section 1. Number and Qualifications. The officers of the
Corporation shall be the Chairman of the Board, the President, the Secretary
and the Treasurer. Any two or more offices may be held by the same person.
Such officers shall be elected from time to time by the Board of Directors,
each to hold office until the first meeting of the Board of Directors
following the next annual meeting of the stockholders, or until his or her
successor shall have been duly elected and shall have qualified, or until
his or her death, or until he or she shall have resigned or have been
removed as hereinafter provided in these By-Laws. The Board of Directors
may from time to time elect such other officers (including, without
limitation, one or more Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers) as may be necessary or desirable for
the business of the Corporation. Such other officers shall have such duties
and shall hold their offices for such terms as may be prescribed by the Board
of Directors and, if no term has been prescribed, for the term prescribed in
this Section 1.
Section 2. Resignations. Any officer of the Corporation may resign
at any time by giving written notice of his or her resignation to the Board
of Directors, the Chairman of the Board, the President or the Secretary.
Any such resignation shall take effect at the time specified therein or, if
the time when it shall become effective shall not be specified therein,
immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 3. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the vote of the majority of
the entire Board of Directors. Such removal shall be without prejudice to
the contractual rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the
unexpired portion of the term of the office which shall be vacant, in the
manner prescribed in these By-Laws for the regular election of such office.
Section 5. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to
time by the Board of Directors; provided, however, that the Board of
Directors may delegate to its Compensation Committee the power to fix the
compensation of officers. An officer of the Corporation shall not be
prevented from receiving compensation by reason of the fact that he or she
is also a director of the Corporation.
Section 6. Chairman of the Board. The Chairman of the Board shall,
if present, preside at each meeting of the stockholders and of the Board of
Directors and shall perform such other duties as may from time to time be
assigned to him or her by the Board of Directors.
Section 7. President. The President shall be the Chief Executive
Officer of the Corporation and shall have the general and active management
of the business of the Corporation and general and active supervision and
direction over the other officers (other than the Chairman of the Board),
agents and employees and shall see that their duties are properly performed.
He or she shall, if present and in the absence, or at the request, of the
Chairman of the Board, preside at each meeting of the stockholders and of
the Board of Directors. He or she shall perform all duties incident to the
office of President and Chief Executive Officer and such other duties as may
from time to time be assigned to him or her by the Board of Directors.
Section 8. Secretary. The Secretary shall:
(a) Keep, or cause to be kept, in one or more books provided for
that purpose the minutes of the meetings of the Board of Directors,
the committees of the Board of Directors and the stockholders;
(b) See that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;
(c) Be custodian of the records and the seal of the Corporation
and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates
shall be a facsimile), and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its seal;
(d) See that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed are
properly kept and filed; and
(e) In general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned
to him or her by the Board of Directors or the President.
Section 9. Treasurer. The Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds
and securities of the Corporation;
(b) Receive and give receipts for monies due and payable to the
Corporation from any source whatsoever and deposit all such monies
in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected in accordance with these
By-Laws;
(c) Prepare, or cause to be prepared, for submission at each
regular meeting of the Board of Directors, or as may be required by
law or by the President, a statement of financial condition of the
Corporation in such detail as may be required;
(d) Have the power to sign stock certificates to the full extent
permitted by law; and
(e) In general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned
to him or her by the Board of Directors or the President. If required
by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.
ARTICLE IV
INDEMNIFICATION
The Corporation, by action of the Board of Directors, may, to the
fullest extent permitted by the General Corporation Law of Delaware,
indemnify any and all persons who it shall have power to indemnify against
any and all of the expenses, liabilities or other matters.
ARTICLE V
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
April of each year and end on the last day of March of each year.
ARTICLE VI
SEAL
The Board of Directors shall provide a corporate seal, which shall
be in the form of the name of the Corporation and the words and figures
"Corporate Seal 1992 Delaware".
ARTICLE VII
AMENDMENTS
These By-Laws may be amended or repealed, or new By-Laws may be
adopted, (1) at any annual or special meeting of the stockholders, by a
majority of the total votes of the stockholders, present or in person or
represented by proxy and entitled to vote on such action; provided, however,
that the notice of such meeting shall have been given as provided in these
By-Laws, which notice shall mention that amendment or repeal of these By-Laws,
or the adoption of new By-Laws, is one of the purposes of such meeting; (2)
by written consent of the stockholders pursuant to Section 11 of Article I;
or (3) by action of the Board of Directors.
