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EXHIBIT
3.2.2
BYLAWS
OF
PHYHEALTH
CORPORATION
AS
ADOPTED MARCH 12, 2008
PHYHEALTH CORPORATION
A
Delaware Corporation
BYLAWS
ARTICLE
I. STOCKHOLDERS
Section 1.1. Annual Meeting.
An annual
meeting of stockholders for the purpose of electing directors and of transacting
such other
business as may come before it shall be held each year at such date, time, and
place, either within or
without the State of Delaware, as may be specified by the Board of
Directors.
Section 1.2. Special
Meetings.
Special
meetings of stockholders for any purpose or purposes may be held at any time
upon call of the Chairman of the Board, if any, the President, or a majority of
the Board of Directors, at such time and place either within or without the
State of Delaware as may be stated in the notice. A special meeting of
stockholders shall be called by the President upon the written request, stating
time, place, and the purpose or purposes of the meeting, of stockholders who
together own of record 25% of the outstanding stock of all classes entitled to
vote at such meeting.
Section 1.3. Notice of
Meetings.
Written
notice of stockholders meetings, stating the place, date, and hour thereof, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given by the Chairman of the Board, if any, the President,
any Vice President, the Secretary, or an Assistant Secretary, to each
stockholder entitled to vote thereat at least ten days but not more than sixty
days before the date of the meeting, unless a different period is prescribed by
law.
Section 1.4. Quorum.
Except as
otherwise provided by law or in the Certificate of Incorporation or these
Bylaws, at any meeting of stockholders, the holders of one-third of the
outstanding shares of each class of stock entitled to vote at the meeting shall
be present or represented by proxy in order to constitute a quorum for the
transaction of any business. In the absence of a quorum, a majority in interest
of the stockholders present who are entitled at the time to vote or the chairman
of the meeting may adjourn the meeting from time to time in the manner provided
in Section 1.5 of these Bylaws until a quorum shall attend.
Section 1.5. Adjournment.
Any
meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is 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 1.6. Organization.
The
Chairman of the Board, if any, or in his absence the President, or in their
absence any Vice President, shall call to order meetings of stockholders and
shall act as chairman of such meetings. The Board of Directors or, if the Board
fails to act, the stockholders may appoint any stockholder, director, or officer
of the Corporation to act as chairman of any meeting in the absence of the
Chairman
of the Board, the President, and all Vice Presidents.
The
Secretary of the Corporation shall act as secretary of all meetings of
stockholders, but, in the absence of the Secretary, the chairman of the meeting
may appoint any other person to act as secretary of the meeting.
Section 1.7. Voting.
Except as
otherwise provided by law or in the Certificate of Incorporation or these Bylaws
and except for the election of directors, at any meeting duly called and held at
which a quorum is present, a majority of the votes cast at such meeting upon a
given question by the holders of outstanding shares of stock of all classes of
stock of the Corporation entitled to vote thereon who are present in person or
by proxy shall decide such question. At any meeting duly called and held for the
election of directors at which a quorum is present, directors shall be elected
by a plurality of the votes cast by the holders (acting as such) of shares of
stock of the Corporation entitled to elect such directors. At any meeting duly
called and held for the election of directors at which a quorum is present,
those directors receiving a plurality of the votes cast by the holders (acting
as such) of shares of any class or series entitled to elect directors as a class
shall be elected.
Section 1.8. Action Without
Meeting.
Nothing
contained in these Bylaws shall be deemed to restrict the power of the
shareholders of the Corporation to take any action required or permitted to be
taken by them without a meeting. Any action required or permitted to be taken at
a meeting of the shareholders may be taken without a meeting by written consent
signed by a majority of the shareholders entitled to vote on such action. Any
written action may be taken in counterparts. The written action shall be
effective on the date on which the required written authorization is obtained
from the last such shareholder, unless a different effective date is provided in
the written action.
ARTICLE
II.
BOARD OF
DIRECTORS
Section 2.1. Number and Term of
Office.
The
business, property, and affairs of the Corporation shall be
managed by or under the direction of a Board of directors; provided, however,
that the Board, by resolution adopted by vote of a majority of the then
authorized number of directors, may increase or decrease the number of
directors. However, no decrease in the number of directors shall have the effect
of forcing a Director to resign prior to serving out his term until the next
meeting of shareholders. With the exception of the first Board of Directors,
which shall be elected by the incorporator, the directors shall be elected by
the holders of shares entitled to vote thereon at the annual meeting of
stockholders, and each shall serve (subject to the provisions of Article IV)
until the next succeeding annual meeting of shareholders and until his
respective successor has been elected and qualified.
Section 2.2. Chairman of the
Board.
The
directors may elect one of their members to be Chairman of the Board of
Directors. The Chairman shall be subject to the control of and may be removed by
the Board of Directors. He shall
perform such duties as may from time to time be assigned to him by the
Board.
Section 2.3. Meetings.
Regular
meetings of the Board of Directors may be held without notice at such time and
place as shall from time to time be determined by the Board. Special meetings of
the Board of Directors shall be held at such time and place as shall be
designated in the notice of the meeting whenever called by the Chairman of the
Board, if any, the President, or by a majority of the directors then in
office.
Section 2.4. Notice of Special
Meetings.
The
Secretary, or in his absence any other officer of the Corporation, shall give
each director notice of the time and place of holding of special meetings of the
Board of Directors by telephone, email, fax, or personal service at
least I day before the meeting, or by postal mail at least 5 days before the
meeting. Requirement of such notice may be waived by any board member, and
attendance at a special meeting shall constitute waiver thereof. Unless
otherwise stated in the notice thereof, any and all business may be transacted
at any meeting without specification of such business in the
notice.
Section 2.5. Quorum and Organization of
Meetings.
A
majority of the total number of members of the Board of Directors as constituted
from time to time shall constitute a quorum for the transaction of business,
but, if at any meeting of the Board of Directors (whether or not adjourned from
a previous meeting) there shall be less than a quorum present, a majority of
those present may adjourn the meeting to another time and place, and the meeting
may be held as adjourned without further notice or waiver. Except as otherwise
provided by law or in the Certificate of Incorporation or these Bylaws, a
majority of the directors present at any meeting at which a quorum is present
may decide any question brought before such meeting. Meetings shall be presided
over by the Chairman of the Board, if any, or in his absence by the President,
or in the absence of both by such other person as the directors may select. The
Secretary of the Corporation shall act as secretary of the meeting, but in his
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.
Section 2.6. Committees.
The Board
of Directors may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business, property, and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have power or
authority in reference to amending the Certificate of Incorporation of the
Corporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing
for the
issuance of shares of stock adopted by the Board of Directors pursuant to
authority expressly granted to the Board of Directors by the Corporation's
Certificate of Incorporation, fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation, or the conversion into, or the exchange of such
shares for, shares of any other class or classes or any other series of the same
or any other class or classes of stock of the Corporation), adopting an
agreement of merger or consolidation under Section 251 or 252 of the General
Corporation Law of the State of Delaware, recommending to the stockholders the
sale, lease, or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of dissolution, or amending these Bylaws; and,
unless the resolution expressly so provided, no such committee shall have the
power or authority to declare a dividend, to authorize the issuance of stock, or
to adopt a certificate of ownership and merger pursuant to Section 253 of the
General Corporation Law of the State of Delaware. Each committee which may be
established by the Board of Directors pursuant to these Bylaws may fix its own
rules and procedures. Notice of meetings of committees, other than of regular
meetings provided for by the rules, shall be given to committee members. All
action taken by committees shall be recorded in minutes of the
meetings.
Section 2.7. Action Without
Meeting.
Nothing
contained in these Bylaws shall be deemed to restrict the power of members of
the Board of Directors or of any committee designated by the Board to take any
action required or permitted to be taken by them without a meeting. Any action
required or permitted to be taken at a meeting of the Board of Directors may be
taken without a meeting by written consent signed by all of the Directors
entitled to vote on such action. Any written action may be taken in
counterparts. The written action shall be effective on the date on which the
required written authorization is obtained from the last such Director, unless a
different effective date is provided in the written action.
Section 2.8. Telephone
Meetings.
Nothing
contained in these Bylaws shall be deemed to restrict the power of members of
the Board of Directors, or any committee designated by the Board, to participate
in a meeting of the Board, or committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.
ARTICLE
III.
OFFICERS
Section 3.1. Executive
Officers.
The
executive officers of the Corporation shall be a President, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors. The Board of
Directors may elect or appoint such other officers (including one or more Vice
Presidents, a Controller and one or more Assistant Treasurers and Assistant
Secretaries) as it may deem necessary or desirable. Each officer shall hold
office for such term as may be prescribed by the Board of Directors from time to
time. Any person may hold at one time two or more offices.
Section 3.2. Powers and
Duties.
The
Chairman of the Board, if any, or, in his absence, the President, shall preside
at all meetings of the stockholders and of the Board of Directors. The President
shall be the chief executive officer
of the
Corporation. In the absence of the President, a Vice President appointed by the
President or, if the President fails to make such appointment, by the Board,
shall perform all the duties of the President. The officers and agents of the
Corporation shall each have such powers and authority and shall perform such
duties in the management of the business, property, and affairs of the
Corporation as generally pertain to their respective offices, as well as such
powers and authorities and such duties as from time to time may be prescribed by
the Board of Directors.
ARTICLE
IV.
RESIGNATIONS,
REMOVALS, AND VACANCIES
Section 4.1. Resignations.
Any
director or officer of the Corporation, or any member of any committee, may
resign at any time by giving written notice to the Board of Directors, the
President, or the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein or, if the time be not specified therein,
then upon receipt thereof. The acceptance of such resignation shall not be
necessary to make it effective.
Section 4.2. Removals.
The Board
of Directors, by a vote of not less than a majority of the entire Board, at any
meeting thereof, or by written consent, at any time, may, to the extent
permitted by law, remove with or without cause from office or terminate the
employment of any officer or member of any committee and may, with or without
cause, disband any committee. Any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
entitled at the time to vote at an election of directors.
Section 4.3. Vacancies.
Any
vacancy in the office of any director or officer through death, resignation,
removal, disqualification, or other cause, and any additional directorship
resulting from increase in the number of directors, may be filled at any time by
a majority of the directors then in office (even though less than a quorum
remains) or, in the case of any vacancy in the office of any director, by the
stockholders who are at the time entitled to vote at an election of directors,
and, subject to the provisions of this Article IV, the person so chosen shall
hold office until his successor shall have been elected and qualified; or, if
the person so chosen is a director elected to fill a vacancy, he shall (subject
to the provisions of this Article IV) hold office for the unexpired term of his
predecessor.
ARTICLE
V.
CAPITAL
STOCK
Section 5.1. Stock
Certificates.
The
certificates for shares of the capital stock of the Corporation shall be in such
form as shall be prescribed by law and approved, from time to time, by the Board
of Directors.
Section 5.2. Transfer of
Shares.
Shares of
the capital stock of the Corporation may be transferred on the books of the
Corporation only by the holder of such shares or by his duly authorized
attorney, upon the surrender to the Corporation or its transfer agent of the
certificate representing such stock properly endorsed.
Section 5.3. Fixing Record
Date.
In order
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion,
or exchange of stock, or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which, unless otherwise
provided by law, shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other
action.
Section 5.4. Lost
Certificates.
The Board
of Directors or any transfer agent of the Corporation may direct a new
certificate or certificates representing stock of the Corporation to be issued
in place of any certificate or certificates theretofore issued by the
Corporation, alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of the Corporation
authorized to do so by a resolution of the Board of Directors) may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representative, to give the Corporation a bond in such sum as the Board of
Directors (or any transfer agent so authorized) shall direct to indemnify the
Corporation against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed or
the issuance of such new certificates, and such requirement may be general or
confined to specific instances.
Section 5.5. Regulations.
The Board
of Directors shall have power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.
ARTICLE
VI.
MISCELLANEOUS
Section 6.1. Corporate Seal.
The Board
of Directors may, but is not required to, adopt a corporate seal. If the Board
does adopt a seal, the seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Delaware”.
Section 6.2. Fiscal Year.
The
fiscal year of the Corporation shall be determined by resolution of the Board of
Directors.
Section 6.3. Notices and Waivers
Thereof.
Whenever
any notice whatever is required by law, the Certificate of Incorporation, or
these Bylaws to be given to any stockholder, director, or officer, such notice,
except as otherwise provided by law, may be given personally, or by mail, or, in
the case of directors or officers, by email or fax, addressed to such address as
appears on the books of the Corporation. Any notice
given by
email or fax shall be deemed to have been given when it shall have been
delivered for transmission and any notice given by mail shall be deemed to have
been given when it shall have been deposited in the United States mail with
postage thereon prepaid. Whenever any notice is required to be given by law, the
Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed
by the person entitled to such notice, whether before or after the meeting or
the time stated therein, shall be deemed equivalent in all respects to such
notice to the full extent permitted by law.
Section 6.4. Stock of Other Corporations or Other
Interests.
Unless
otherwise ordered by the Board of Directors, the President, the Secretary, and
such attorneys or agents of the Corporation as may be from time to time
authorized by the Board of Directors or the President, shall have full power and
authority on behalf of this Corporation to attend and to act and vote in person
or by proxy at any meeting of the holders of securities of any corporation or
other entity in which this Corporation may own or hold shares or other
securities, and at such meetings shall possess and may exercise all the rights
and powers incident to the ownership of such shares or other securities which
this Corporation, as the owner or holder thereof, might have possessed and
exercised if present. The President, the Secretary, or such attorneys or agents,
may also execute and deliver on behalf of the Corporation powers of attorney,
proxies, consents, waivers, and other instruments relating to the shares or
securities owned or held by this Corporation.
ARTICLE
VII.
AMENDMENTS
The
holders of shares entitled at the time to vote for the election of directors
shall have power to adopt, amend, or repeal the Bylaws of the Corporation by
vote of not less than a majority of such shares, and except as otherwise
provided by law, the Board of Directors shall have power equal in all respects to that of the
stockholders to
adopt, amend, or repeal the Bylaws by vote of
not less
than a majority of the entire Board. However, any By-Law adopted by the Board
may be amended or repealed by vote of the holders of a majority of the shares
entitled at the time to vote for the election of directors.
These
Bylaws were passed and adopted by the Incorporator on March 12,
2008.
| /s/ Robert Trinka | ||
| Robert Trinka, Incorporator |