Attached files
EXHIBIT
3.2.1
BYLAWS
OF
PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.
1
REVISED
BYLAWS
of
PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.
A Nevada
Corporation
ARTICLE I
– OFFICES
SECTION
1. PRINCIPAL EXECUTIVE OFFICE. -- The principal office of the Corporation is
hereby fixed at 700 South Royal Poinciana Boulevard, Suite 506, City of Miami,
in the State of Florida 33166.
SECTION
2. OTHER OFFICES. -- Its registered office in the State of Nevada is located at
the Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, NV
89511. Branch or subordinate offices may be established by the Board of
Directors at such other places as may be desirable.
ARTICLE
II - SHAREHOLDERS
SECTION
1. PLACE OF MEETING. -- Meetings of shareholder's shall be held either at the
principal executive office of the corporation or at any other location within or
without the State of Nevada which may be designated by written consent of all
persons entitled to vote thereat.
SECTION
2. ANNUAL MEETINGS, -- The annual meeting of Shareholders shall be held on such
day and at such time as may be fixed by the Board; provided, however, that
should said day fall upon a Saturday, Sunday, or legal holiday observed by the
Corporation at its principal executive office, than any such meeting of
shareholders shall be held at the same time and place on the next day thereafter
ensuing which is a full business day. At such meetings, directors shall be
elected by plurality vote and any other proper business may be
transacted.
SECTION
3. SPECIAL MEETINGS. -- Special meetings of the shareholders may be called for
any purpose or purposes permitted under Chapter 78 of Nevada Revised Statutes at
any time by the Board, the Chairman of the Board, the President, or by the
shareholders entitled to cast not less than twenty-five percent (25%) of the
votes at such meeting. Upon request in writing to the Chairman of the Board, the
President, any Vice President or the Secretary, by any person or persons
entitled to call a special meeting of shareholders, the Secretary shall cause
notice to be given to the shareholders entitled to vote, that a special meeting
will be held not less than thirty-five (35) nor more than sixty (60) days after
the date of the notice.
SECTION
4. NOTICE OF ANNUAL OR SPECIAL MEETING.-- Written notice of each annual meeting
of shareholders shall be given not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each shareholder entitled to vote
thereat. Such notice shall state the place, date and hour of the meeting and (i)
in the case of a special meeting the general nature of the business to be
transacted, or (ii) in the case of the annual meeting, those matters which the
Nard, at the time of the mailing of the notice, intends to present for action by
the shareholders, but, any proper matter may be presented at the meeting for
such action. The notice of any meeting at which directors are to be elected
shall include the names of the
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nominees
intended, at the time of the notice, to be presented by management for
election.
Notice of
a shareholders' meeting shall be given either personally or by mail or,
addressed to the shareholder at the address of such shareholder appearing on the
books of the corporation or, if no such address appears or is given, by
publication at least once in a newspaper of general circulation in Clark County,
Nevada.
An
affidavit of mailing of any notice, executed by the Secretary, shall be prima
facie evidence of the giving of the notice.
SECTION
5. QUORUM. -- A majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at any meeting of shareholders. If a
quorum is present, the affirmative vote of the majority of shareholders
represented and voting at the meeting on any matter, shall be the act of the
shareholders. The shareholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding withdrawal of enough shareholders to leave less than a quorum,
if any action taken (other than adjournment) is approved by at least a majority
of the number of shares required as noted above to constitute a quorum.
Notwithstanding the foregoing, (1) the sale, transfer and other disposition of
substantially all of the corporation's properties and (2) a merger or
consolidation of the corporation shall require the approval by an affirmative
vote of not less than two-thirds (2/3) of the corporation's issued and
outstanding shares.
SECTION
6. ADJOURNED NOTICE AND MEETING THEREOF. -- Any shareholders meeting, whether or
not a quorum is present, may be adjourned from time to time. In the absence of a
quorum (except as provided in Section 5 of this Article), no other business may
be transacted at such meeting.
It shall
not be necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted thereat, other than by announcement
at the meeting at which such adjournment is taken; provided, however when a
shareholders meeting is adjourned for more than forty-five (45) days or, if
after adjournment a new record date is fixed for the adjourned meeting, notice
of the adjourned meeting shall be given as in the case of an original
meeting.
SECTION
7. VOTING. -- The shareholders entitled to notice of any meeting or to vote at
such meeting shall be only persons in whose name shares stand on the stock
records of the corporation on the record date determined in accordance with
Section 8 of this Article.
SECTION
8. RECORD DATE. — The Board may fix, in advance, a record date for the
determination of the shareholders entitled to notice of a meeting or to vote or
entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall be not more than sixty (60) nor less than
ten (10) days prior to the date of the meeting nor more than sixty (60) days
prior to any other action. When a record date is so fixed, only shareholders of
record on that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution, or allotment of rights, or to exercise of
the rights, as the case may be, notwithstanding any transfer of shares on the
books of the corporation after the record date. A determination of shareholders
of record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting unless the Board fixes a new record date
for the
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meeting.
The Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days.
If no
record date is fixed by the Board, the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be the close
of business on the business day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the business day next
preceding the day on which notice is given. The record date for determining
shareholders for any purpose other than as set in this Section 8 or Section 10
of this Article shall be at the close of the day on which the Board adopts the
resolution relating thereto, or the sixteenth day prior to the date of such
other action, whichever is later.
SECTION
9. CONSENT OF ABSENTEES. -- The transactions of any meeting of shareholders,
however called and noticed, and wherever held, are as valid as though had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote not present in person or by proxy, signs a written
waiver of notice, or a consent to the holding of the meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
SECTION
10. ACTION WITHOUT MEETING. -- Any action which, under any provision of law, may
be taken at any annual or special meeting of shareholders, may be taken without
a meeting and without prior notice if a consent in writing, setting forth the
actions to be taken, shall be signed by the holders of outstanding shares 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 thereon
were present and voted. Unless a record date for voting purposes is fixed as
provided in Section 8 of this Article, the record date for determining
shareholders entitled to give consent pursuant to this Section 1 when no prior
action by the Board has been taken, shall be the day on which the first written
consent is given.
SECTION
11. PROXIES. -- Every person entitled to vote shares has the right to do so
either in person or by one or more persons authorized by a written proxy
executed by such shareholder and filed with the Secretary not less than five (5)
days prior to the meeting.
SECTION
12. CONDUCT OF MEETING. -- The President shall preside as Chairman at all
meetings of the shareholders, unless another Chairman is selected. The Chairman
shall conduct each such meeting in a businesslike and fair manner, but shall not
be obligated to follow any technical, formal, or parliamentary rules or
principles of procedure. The Chairman's ruling on procedural matters shall be
conclusive and binding on all shareholders, unless at the time of ruling a
request for a vote is made by the shareholders entitled to vote and represented
in person or by proxy at the meeting, in which case the decision of a majority
of such shares shall be conclusive and binding on all shareholders without
limiting the generality of the foregoing, the Chairman shall have all the powers
usually vested in the chairman of a meeting of shareholders.
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ARTICLE
III - DIRECTORS
SECTION
1. POWERS. -- Subject to limitation of the Articles of Incorporation, of these
bylaws, and of actions required to be approved by the shareholders, the business
and affairs of the Corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the Board. The Board may, as permitted
by law, delegate the management of the day-to-day operation of the business of
the corporation to a management company or other persons or officers of the
corporation provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction
of the Board. Without prejudice to such general powers, it is hereby expressly
declared that the Board shall have the following powers:
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(a)
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To
select and remove all of the officers, agents and employees of the
corporation, prescribe the powers and duties for them as may not be
inconsistent with law or with the Articles of Incorporation or by these
bylaws, fix their compensation, and require from them, if necessary,
security for faithful service.
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(b)
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To
conduct, manage, and control the affairs and business of the Corporation
and to make such rules and regulations therefore not inconsistent with
law, with the Articles of Incorporation or these bylaws, as they may deem
best.
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(c)
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To
adopt, make and use a corporate seal, and to prescribe the forms of
certificates of stock and to alter the form of such seal and such of
certificates from time to time in their judgment they deem
best.
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(d)
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To
authorize the issuance of shares of stock of the corporation from time to
time, upon such terms and for such consideration as may be
lawful.
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(e)
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To
borrow money and incur indebtedness for the purposes of the corporation,
and to cause to be executed and delivered therefore, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation or other evidence if debt and securities
therefore.
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SECTION
2. NUMBER OF DIRECTORS. --The authorized number of directors shall be no more
than seven until changed by amendment of the Articles or by a bylaw duly adopted
by approval of the outstanding shares amending this Section 2.
SECTION
3. ELECTION AND TERM OF OFFICE. -- The directors shall be elected at each annual
meeting of shareholders but if any such annual meeting is not held or the
directors are not elected thereat, the directors may be elected at any special
meeting of shareholders held for that purpose. Each director shall hold office
until the next annual meeting and until a successor has been elected and
qualified.
SECTION
4. CHAIRMAN OF THE BOARD. -- At the regular meeting of the Board, the first
order of business will be to select, from its members, a Chairman of the Board
whose duties will be to preside over all board meetings until the next annual
meeting and until a successor has been chosen.
SECTION
5. VACANCIES. -- Any director may resign effective upon giving written notice to
the Chairman of the Board, the President, Secretary, or the Board, unless the
notice specified a later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes
effective.
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Vacancies
in the Board including those existing as a result of a removal of a director,
shall be filled by the shareholders at a special meeting, and each director so
elected shall hold office until the next annual meeting and until such
director's successor has been elected and qualified.
A vacancy
or vacancies in the Board shall be deemed to exist in case of the death,
resignation or removal of any director or if the authorized number of directors
be increased, or if the shareholders fail, at any annual or special meeting of
shareholders at which any directors are elected, to elect the full authorized
number of directors to be voted for the meeting.
The Board
may declare vacant the office of a director who has been declared of unsound
mind or convicted of a felony by an order of court.
The
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies. Any such election by written consent requires the consent of a
majority of the outstanding shares entitled to vote. If the Board
accepts the resignation of a director tendered to take effect at a future time,
the shareholder shall have power to elect a successor to take office when the
resignation is to become effective.
No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director’s term of
office.
SECTION
6. PLACE OF MEETING. -- Any meeting of the Board shall be held at any place
within or without the State of Nevada which has been designated from time to
time by the Board. In the absence of such designation, meetings shall be held at
the principal executive office of the corporation.
SECTION
7. REGULAR MEETINGS. -- Immediately following each annual meeting of
shareholders the Board shall hold a regular meeting for the purpose of
organization, selection of a Chairman of the Board, election of officers, and
the transaction of other business. Call and notice of such regular meeting is
hereby dispensed with.
SECTION
8. SPECIAL MEETINGS. -- Special meetings of the Board for any purpose may be
called at any time by the Chairman of the Board, the President, or the Secretary
or by any two directors.
Special
meetings of the Board shall be held upon at least four (4) days written notice
or forty-eight (48) hours notice given personally or by telephone, telegraph,
telex or other similar means of communication. Any such notice shall be
addressed or delivered to each director at such director's address as it is
shown upon the records of the Corporation or as may have been given to the
Corporation by the director for the purposes of notice.
SECTION
9. QUORUM -- A majority of the authorized number of directors constitutes a
quorum of the Board for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision by a majority of the directors
present at a meeting duly held at which a quorum is present shall be regarded as
the act of the Board, unless a greater number be required by law or by the
Articles of Incorporation. A meeting at which a quorum is initially present may
continue to transact business
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notwithstanding
the withdrawal of directors, if any action taken is approved by at least a
majority of the number of directors required as noted above to constitute a
quorum for such meeting.
SECTION
10. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. -- Members of the Board
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participate in such meeting can
hear one another.
SECTION
11. WAIVER OF NOTICE. -- The transactions of any meeting of the Board, however
called and noticed or wherever held, are as valid as though had at a meeting
duly held after regular call and notice if a quorum be present and if, either
before or after the meeting, each of the directors not present signs a written
waiver of notice, a consent to holding such meeting or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made part of the minutes of the meeting.
SECTION
12. ADJOURNMENT. -- A majority of the directors present, whether or not a quorum
is present, may adjourn any directors' meeting to another time and place. Notice
of the time and place of holding an adjourned meeting need not be given to
absent directors if the time and place be fixed at the meeting adjourned. If the
meeting is adjourned for more than forty-eight (48) hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of
adjournment.
SECTION
13. FEES AND COMPENSATION. -- Directors and members of committees may receive
such compensation, if any, for their services, and such reimbursement for
expenses, as may be fixed or determined by the Board.
SECTION
14. ACTION WITHOUT MEETING. -- Any action required or permitted to be taken by
the Board may be taken without a meeting if all members of the Board shall
individually or collectively consent in writing to such action. Such consent or
consents shall have the same effect as a unanimous vote of the Board and shall
be filed with the minutes of the proceedings of the Board.
SECTION
15. COMMITTEES. -- The board may appoint one or more committees, each consisting
of two or more directors, and delegate to such committees any of the authority
of the Board except with respect to:
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(a)
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The
approval of any action which requires shareholders' approval or approval
of the outstanding shares;
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(b)
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The
filling of vacancies on the Board or on any
committees;
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(c)
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The
fixing of compensation of the directors for serving on the Board or on any
committee;
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(d)
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The
amendment or repeal of bylaws or the adoption of new
bylaws;
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(e)
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The
amendment or repeal of any resolution of the Board which by its express
terms is not so amendable or repealable by a committee of the
Board;
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(f)
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A
distribution to the shareholders of the
Corporation;
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(g)
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The
appointment of other committees of the Board or members
thereof.
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Any such
committee must be appointed by resolution adopted by a majority of the
authorized number of directors and may be designated an Executive Committee or
by such other name as the Board shall specify. The Board shall have the power to
prescribe the manner in which proceedings of any such committee shall be
conducted. Unless the Board or such committee shall otherwise provide, the
regular or special meetings and other actions of any such committee shall be
governed by the provisions of this Article applicable to meetings and actions of
the Board. Minutes shall be kept of each meeting of each committee.
ARTICLE
IV - OFFICERS
SECTION
1. OFFICERS. -- The officers of the Corporation shall be a president, a
secretary and a treasurer. The Corporation may also have, at the discretion of
the Board, one or more vice presidents, one or more assistant vice presidents,
one or more assistant secretaries, one or more assistant treasurers and such
other officers as may be elected or appointed in accordance with the provisions
of Section 3 of this Article.
SECTION
2. ELECTION, -- The Officers of the Corporation, except such officers as may be
elected or appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by, and shall serve at the pleasure
of, the Board, and shall hold their respective offices until their resignation,
removal or other disqualification from service, or until their respective
successors shall be elected.
SECTION
3. SUBORDINATE OFFICERS. -- The Board may elect, and may empower the President
to appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the Board, or the President
may from time to time direct.
SECTION
4. REMOVAL AND RESIGNATION, -- Any officer may be removed, either with or
without cause, by the Board of Directors at any time, or, except in the case of
an officer chosen by the Board, by any officer upon whom such power of removal
may be conferred by the Board.
Any
officer may resign at any time by giving written notice to the corporation. Any
such resignation shall take effect at the date of the receipt of such notice or
at any later time specified therein. The acceptance of such resignation shall be
necessary to make it effective.
SECTION
5. VACANCIES. -- A vacancy of any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner prescribed by
these bylaws for the regular election or appointment to such
office.
SECTION
6. PRESIDENT. -- The President shall be the Chief Executive Officer and General
Manager of the Corporation. The President shall preside at all meetings of the
shareholders and, in the absence of the Chairman of the Board at all meetings of
the Board. The President has the general powers and duties of management usually
vested in the chief executive officer and the general manager of a corporation
and such other powers and duties as may be prescribed by the Board.
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SECTION
7. VICE PRESIDENTS. -- In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Board or, if not ranked, the
Vice President designated by the Board, shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all the restrictions upon the President. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the President or the Board.
SECTION
8. SECRETARY. -- The Secretary shall keep or cause to be kept, at the principal
executive offices and such other places as the Board may order, a book of
minutes of all meetings of shareholders, the Board, and its committees, with the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at Board and
committee meetings, the number of shares present or represented at shareholders'
meetings, and proceedings thereof. The Secretary shall keep, or cause to be
kept, a copy of the bylaws of the Corporation at the principal executive office
of the Corporation.
The
Secretary shall keep, or cause to be kept, at the principal executive office, a
share register, or a duplicate share register, showing the names of the
shareholders and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered for cancellation.
The
Secretary shall give, or cause to be given, notice of all the meetings of the
shareholders and of the Board and any committees thereof required by these
bylaws or bylaw to be given, shall keep the seal of the Corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board.
SECTION
9. TREASURER. -- The Treasurer is the Chief Financial Officer of the Corporation
and shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and financial transactions of the
Corporation, and shall send or cause to be sent to the shareholders of the
Corporation such financial statements and reports as are by law or these bylaws
required to be sent to them.
The
Treasurer shall deposit all monies and other valuables in the name and to the
credit of the Corporation with such depositories as may be designated by the
Board. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, shall render to the President and Directors, whenever they
request it, an account of all transactions as Treasurer and of the financial
conditions of the corporation, and shall have such
other powers and perform such other duties as may be prescribed by the
Board.
SECTION
10. AGENTS. -- The President, any Vice President, the Secretary or Treasurer may
appoint agents with power and authority, as defined or limited in their
appointment, for and on behalf of the Corporation to execute and deliver, and
affix the seal of the Corporation thereto, to bonds, undertakings, recognizance,
consents of surety or other written obligations in the nature thereof and any
said officers may remove any such agent and revoke the power and authority given
to him.
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ARTICLE V
– OTHER PROVISIONS
SECTION
1. DIVIDENDS. -- The Board may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by law, subject to any contractual restrictions on which the
Corporation is then subject.
SECTION
2. INSPECTION OF BYLAWS. -- The Corporation shall keep in its Principal
executive office the original or a copy of these bylaws as amended to date which
shall be open to inspection to shareholders at all reasonable times during
office hours. If the principal executive office of the Corporation is outside
the State of Nevada and the Corporation has no principal business office in such
State, it shall upon the written notice of any shareholder furnish to such
shareholder a copy of these bylaws as amended to date.
SECTION
3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. -- The President or any other
officer or officers authorized by the Board or the President are each authorized
to vote, represent, and exercise on behalf of the Corporation all rights
incident to any and all shares of any other corporation or corporations standing
in the name of the Corporation. The authority herein granted may be exercised
either by any such officer in person or by any other person authorized to do so
by proxy or power of attorney duly executed by said officer.
ARTICLE
VI - INDEMNIFICATION
SECTION
1. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. -- Subject to the limitations of
law, if any, the Corporation shall have the power to indemnify any director,
officer, employee and agent of the Corporation who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of to procure a judgment in its favor) against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding, provided that the Board shall find that the
director, officer, employee or agent acted in good faith and in a manner which
such person reasonably believed in the best interests of the Corporation and, in
the case of criminal proceedings, had no reasonable cause to believe the conduct
was unlawful. The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere shall not, of
itself, create a presumption that such person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of the
corporation or that such person had reasonable cause to believe such person's
conduct was unlawful.
SECTION
2. INDEMNIFICATION IN ACTIONS BY OR ON BEHALF OF THE CORPORATION. -- Subject to
the limitations of law, if any, the Corporation shall have the power to
indemnify any director, officer, employee and agent of the Corporation who was
or is threatened to be made a party to any threatened, pending or completed
legal action by or in the right of the Corporation to procure a judgment in its
favor, against expenses actually and reasonably incurred by such person in
connection with the defense or settlement, if the Board of Directors determine
that such person acted in good faith, in a manner
such person believed to be in the best interests of the Corporation and with
such care, including reasonable inquiry, as an ordinarily prudent person would
use under similar circumstances.
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SECTION
3. ADVANCE OF EXPENSES. -- Expenses incurred in defending any proceeding may be
advanced by the Corporation prior to the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of the officer, director,
employee or agent to repay such amount unless it shall be determined ultimately
that the officer or director is entitled to be indemnified as authorized by this
Article.
SECTION
4. INSURANCE. -- The Corporation shall have power to purchase and maintain
insurance on behalf of any officer, director, employee or agent of the
Corporation against any liability asserted against or incurred by the officer,
director, employee or agent in such capacity or arising out of such person's
status as such whether or not the corporation would have the power to indemnify
the officer, or director, employee or agent against such liability under the
provisions of this Article.
ARTICLE
VII - AMENDMENTS
These bylaws may be altered, amended or
repealed either by approval of a majority of the outstanding shares entitled to vote or by the
approval of the Board.
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