{"id":41475,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-tenet-healthcare-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-tenet-healthcare-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-tenet-healthcare-corp.html","title":{"rendered":"By-Laws &#8211; Tenet Healthcare Corp."},"content":{"rendered":"<pre>                              RESTATED BY-LAWS OF \n\n                          TENET HEALTHCARE CORPORATION\n                             A NEVADA CORPORATION\n\n                          AS AMENDED OCTOBER 6, 1999\n\n\n                                   ARTICLE I\n\n                            SHAREHOLDERS' MEETINGS\n\nSECTION 1.1     PLACE OF MEETINGS.\n\n          All meetings of the shareholders shall be held at the principal \noffice of the Corporation in the State of California, or at any other place \nwithin or without the State of Nevada as may be designated for that purpose \nfrom time to time by the Board of Directors.\n\nSECTION 1.2     ANNUAL MEETINGS.\n\n          The Annual meeting of the shareholders shall be held not later than \n210 days after the close of the fiscal year, on the date and at the time set \nby the Board of Directors, at which time the shareholders shall elect by \nplurality vote an annual Class of the Board of Directors, consider reports of \nthe affairs of the Corporation, and transact such other business as may \nproperly be brought before the meeting.\n\nSECTION 1.3     SPECIAL MEETINGS.\n\n          Special meetings of the shareholders, for any purpose or purposes \nwhatsoever, may be called at any time by the Chief Executive Officer or by \nthe Board of Directors.\n\nSECTION 1.4     NOTICE OF MEETINGS.\n\n                1.4.1.     Notice of each meeting of shareholders, whether \nannual or special, shall be given at least 10 and not more than 60 days prior \nto the day thereof by the Secretary or any Assistant Secretary causing to be \ndelivered to each shareholder of record entitled to vote at such meeting a \nwritten notice stating the time and place of the meeting and the purpose or \npurposes for which the meeting is called. Such notice shall be signed by the \nChief Executive Officer, the President, the Secretary or any Assistant \nSecretary and shall be mailed postage prepaid to each shareholder at his \naddress as it appears on the stock books of the Corporation. If any \nshareholder has failed to supply an address, notice shall be deemed to have \nbeen given if mailed to the address of the principal office of the \nCorporation, or published at least once in a newspaper having general \ncirculation in the county in which the principal office is located.\n\n                1.4.2.     It shall not be necessary to give any notice of \nthe adjournment of or the business to be transacted at an adjourned meeting \nother than by announcement at the meeting at which such adjournment is taken; \nprovided that when a meeting is adjourned for 30 days or more, notice of the \nadjourned meeting shall be given as in the case of an original meeting.\n\n\n                                       2\n\n\nSECTION 1.5     CONSENT BY SHAREHOLDERS.\n\n          Any action which may be taken at a regular meeting of the \nshareholders, except election of directors, may be taken without a meeting, \nif authorized by a writing signed by holders of the number of shares required \nunder the law to give their approval for such purpose.\n\nSECTION 1.6     QUORUM.\n\n                1.6.1.     The presence in person or by proxy of the persons \nentitled to vote a majority of the voting shares at any meeting constitutes a \nquorum for the transaction of business. Shares shall not be counted in \ndetermining the number of shares represented or required for a quorum or in \nany vote at a meeting, if voting of them at the meeting has been enjoined or \nfor any reason they cannot be lawfully voted at the meeting.\n\n                1.6.2.     The shareholders present at a duly called or held \nmeeting at which a quorum is present may continue to do business until \nadjournment, notwithstanding the withdrawal of enough shareholders to leave \nless than a quorum.\n\n                1.6.3.     In the absence of a quorum, a majority of the \nshares present in person or by proxy and entitled to vote may adjourn any \nmeeting from time to time, but not for a period of more than 30 days at any \none time, until a quorum shall attend.\n\nSECTION 1.7     VOTING RIGHTS.\n\n                1.7.1.     Every shareholder of record of the Corporation \nshall be entitled at each meeting of the shareholders to one vote for each \nshare of stock standing in his name on the books of the Corporation. Except \nas otherwise provided by law, or by the Articles of Incorporation or any \namendment thereto, or by the By-Laws, if a quorum is present, the majority of \nvotes cast in person or by proxy shall be binding upon all shareholders of \nthe Corporation.\n\n                1.7.2.     The Board of Directors shall designate a day not \nmore than 60 days prior to any meeting of the shareholders as the day as of \nwhich shareholders entitled to notice of and to vote at such meetings shall \nbe determined.\n\nSECTION 1.8     PROXIES.\n\n          Every shareholder entitled to vote or to execute consents may do so \neither in person or by written proxy executed in accordance with the \nprovisions of Section 78.355 of the Nevada Revised Statutes and filed with \nthe Secretary of the Corporation.\n\nSECTION 1.9     MANNER OF CONDUCTING MEETINGS.\n\n          To the extent not in conflict with the provisions of the law \nrelating thereto, the Articles of Incorporation, or express provisions of \nthese By-Laws, meetings shall be conducted pursuant to such rules as may be \nadopted by the chairman presiding at, or a majority of the shares represented \nat, the meeting.\n\n\n                                       3\n\n\nSECTION 1.10.    NATURE OF BUSINESS AT MEETINGS OF SHAREHOLDERS.\n\n                 1.10.1     No business may be transacted at an annual \nmeeting of shareholders, or at any special meeting of shareholders, other \nthan business that is either (a) specified in the notice of meeting (or any \nsupplement thereto) given by or at the direction of the Board of Directors \n(or any duly authorized committee thereof) or the Chief Executive Officer, \n(b) otherwise properly brought before the meeting by or at the direction of \nthe Board of Directors (or any duly authorized committee thereof) or the \nChief Executive Officer or (c) otherwise properly brought before the meeting \nby any shareholder of the Corporation (i) who is a shareholder of record on \nthe date of the giving of the notice provided for in this Section 1.10 and on \nthe record date for the determination of shareholders entitled to vote at \nsuch meeting and (ii) who complies with the notice procedures set forth in \nthis Section 1.10.\n\n                 1.10.2     In addition to any other applicable requirements, \nfor business to be properly brought by a shareholder before an annual \nmeeting, or at any special meeting, of shareholders, such shareholder must \nhave given timely notice thereof in proper written form to the Secretary of \nthe Corporation.\n\n                 1.10.3     To be timely, a shareholder's notice to the \nSecretary must be delivered to or mailed and received at the principal \nexecutive offices of the Corporation (a) in the case of the annual meeting, \nnot less than ninety (90) days nor more than one hundred twenty (120) days \nprior to the anniversary date of the immediately preceding annual meeting of \nshareholders; PROVIDED, HOWEVER, that in the event that the annual meeting is \ncalled for a date that is not within thirty (30) days before or after such \nanniversary date, notice by the shareholder in order to be timely must be so \nreceived not later than the close of business on the tenth (10th) day \nfollowing the day on which such notice of the date of the annual meeting was \nmailed or such public disclosure of the date of the annual meeting was made, \nwhichever first occurs; and (b) in the case of a special meeting of \nshareholders, not later than the close of business on the tenth (10th) day \nfollowing the day on which notice of the date  of the special meeting was \nmailed or public disclosure of the date of the special meeting was made, \nwhichever first occurs.\n\n                 1.10.4     To be in proper written form, a shareholder's \nnotice to the Secretary must set forth as to each matter such shareholder \nproposes to bring before the annual meeting, or at any special meeting, of \nshareholders (i) a brief description of the business desired to be brought \nbefore the meeting and the reasons for conducting such business at the \nmeeting, (ii) the name and record address of such shareholder, (iii) the \nclass or series and number of shares of capital stock of the Corporation \nwhich are owned beneficially or of record by such shareholder, (iv) a \ndescription of all arrangements or understandings between such shareholder \nand any other person or persons (including their names) in connection with \nthe proposal of such business by such shareholder and any material interest \nof such shareholder in such business and (v) a representation that such \nshareholder intends to appear in person or by proxy at the meeting to bring \nsuch business before the meeting.\n\n                 1.10.5     No business shall be conducted at the annual \nmeeting, or at any special meeting, of shareholders except business brought \nbefore the meeting in accordance with the procedures set forth in this \nSection 1.10. If the chairman of any meeting determines that\n\n\n\n\n                                      -4-\n\n\nbusiness was not properly brought before the meeting in accordance with the\nforegoing procedures, the chairman shall declare to the meeting that the\nbusiness was not properly brought before the meeting and such business shall not\nbe transacted.\n\n                                      ARTICLE II\n\n                                DIRECTORS - MANAGEMENT\n\nSECTION 2.1         POWERS.\n\n     Subject to the limitation of the Articles of Incorporation, of the By-Laws,\nand of the laws of the State of Nevada as to action to be authorized or approved\nby the shareholders, all corporate powers shall be exercised by or under\nauthority of, and the business and affairs of this Corporation shall be\ncontrolled by, a Board of Directors.\n\nSECTION 2.2         NUMBER AND QUALIFICATION.\n\n     The authorized number of directors of this Corporation shall be not less\nthan eight nor more than 15, with the exact number to be established from time\nto time by resolution of the Board of Directors of this Corporation. All\ndirectors of this Corporation shall be at least 21 years of age and at least a\nmajority shall be citizens of the United States.\n\nSECTION 2.3         CLASSIFICATION AND ELECTION.\n\n     The Board of Directors shall be classified into three annual Classes, with\nfour directors in Class 1, four directors in Class 2, and five directors in\nClass 3. Each Class of directors shall be elected for terms of three years. Each\nterm shall continue for the number of years stated and until their successors\nare elected and have qualified. Their term of office shall begin immediately\nafter election. These By-Laws are being adopted subsequent to the initial\nclassification of directors in 1975. The directors in office as of the date of\nadoption hereof shall continue to serve the terms for which they have been\npreviously elected.\n\nSECTION 2.4.        NOMINATION OF DIRECTORS.\n\n                    2.4.1.    Only persons who are nominated in accordance with\nthe following procedures shall be eligible for election as directors of the\nCorporation, except as may be otherwise provided in the Articles of\nIncorporation or any amendment thereto with respect to the right of holders of\npreferred stock of the Corporation to nominate and elect a specified number of\ndirectors in certain circumstances. Nominations of persons for election to the\nBoard of Directors may be made at any annual meeting of shareholders, or at any\nspecial meeting of shareholders, (a) by or at the direction of the Board of\nDirectors (or any duly authorized committee thereof) or (b) by any shareholder\nof the Corporation (i) who is a shareholder of record on the date of the giving\nof the notice provided for in this Section 2.4 and on the record date for the\ndetermination of shareholders entitled to vote at such meeting and (ii) who\ncomplies with the notice procedures set forth in this Section 2.4.\n\n\n\n\n                                      -5-\n\n\n                    2.4.2.    In addition to any other applicable requirements,\nfor a nomination to be made by a shareholder, such shareholder must have given\ntimely notice thereof in proper written form to the Secretary of the\nCorporation.\n\n                    2.4.3.    To be timely, a shareholder's notice to the \nSecretary must be delivered to or mailed and received at the principal \nexecutive offices of the Corporation (a) in the case of an annual meeting, \nnot less than ninety (90) days nor more than one hundred twenty (120) days \nprior to the anniversary date of the immediately preceding annual meeting of \nshareholders; PROVIDED, HOWEVER, that in the event that the annual meeting is \ncalled for a date that is not within thirty (30) days before or after such \nanniversary date, notice by the shareholder in order to be timely must be so \nreceived not later than the close of business on the tenth (10th) day \nfollowing the day on which such notice of the date of the annual meeting was \nmailed or such public disclosure of the date of the annual meeting was made, \nwhichever first occurs; and (b) in the case of a special meeting of \nshareholders called for the purpose of electing directors, not later than the \nclose of business on the tenth (10th) day following the day on which notice \nof the date of the special meeting was mailed or public disclosure of the \ndate of the special meeting was made, whichever first occurs.\n\n                    2.4.4.    To be in proper written form, a shareholder's\nnotice to the Secretary must set forth (a) as to each person whom the\nshareholder proposes to nominate for election as a director (i) the name, age,\nbusiness address and residence address of the person, (ii) the principal\noccupation or employment of the person, (iii) the class or series and number of\nshares of capital stock of the Corporation which are owned beneficially or of\nrecord by the person and (iv) any other information relating to the person that\nwould be required to be disclosed in a proxy statement or other filings required\nto be made in connection with solicitations of proxies for election of directors\npursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the\n\"Exchange Act\"), and the rules and regulations promulgated thereunder; and (b)\nas to the shareholder giving the notice (i) the name and record address of such\nshareholder, (ii) the class or series and number of shares of capital stock of\nthe Corporation which are owned beneficially or of record by such shareholder,\n(iii) a description of all arrangements or understandings between such\nshareholder and each proposed nominee and any other person or persons (including\ntheir names) pursuant to which the nomination(s) are to be made by such\nshareholder, (iv) a representation that such shareholder intends to appear in\nperson or by proxy at the meeting to nominate the persons named in its notice\nand (v) any other information relating to such shareholder that would be\nrequired to be disclosed in a proxy statement or other filings required to be\nmade in connection with solicitations of proxies for election of directors\npursuant to Section 14 of the Exchange Act and the rules and regulations\npromulgated thereunder.  Such notice must be accompanied by a written consent of\neach proposed nominee to being named as a nominee and to serve as a director if\nelected.\n\n                    2.4.5     No person shall be eligible for election as a\ndirector of the Corporation by the shareholders unless nominated in accordance\nwith the procedures set forth in this Section 2.4.  If the chairman of the\nmeeting determines that a nomination was not made in accordance with the\nforegoing procedures, the chairman shall declare to the meeting that the\nnomination was defective and such defective nomination shall be disregarded.\n\n\n\n                                     -6-\n\n\nSECTION 2.5         INCREASE IN THE NUMBER OF DIRECTORS.\n\n     The Board of Directors may change the number of directors from time to\ntime; provided, however, neither the Board of Directors nor the shareholders may\never increase the number of directorships by more than one during any\ntwelve-month period, except upon the affirmative vote of two-thirds of the\ndirectors of each Class, or the affirmative vote of the holders of two-thirds of\nall outstanding shares voting together and not by class.  This provision may not\nbe amended except by a like vote.\n\nSECTION 2.6         VACANCIES.\n\n                    2.6.1.    Any vacancies in the Board of Directors, except\nvacancies first filled by the shareholders, may be filled by the affirmative\nvote of two-thirds of the remaining directors of each Class, though less than a\nquorum, or by a sole remaining director.  Each director so elected shall hold\noffice for the balance of the term of the resigning director and until his\nsuccessor is elected.  The power to fill vacancies shall in no event be\ndelegated to any committee appointed in accordance with these By-Laws.\n\n                    2.6.2.    The shareholders may at any time elect a director\nto fill any vacancy not filled by the directors, and may elect the additional\ndirectors at the meeting at which an amendment of the By-Laws is voted\nauthorizing an increase in the number of directors.\n\n                    2.6.3.    A vacancy or vacancies shall be deemed to exist in\ncase of the death, resignation, or removal of any director, or if the directors\nor shareholders shall increase the authorized number of directors but shall fail\nat a meeting at which such increase is authorized or at an adjournment thereof\nto elect the additional director so provided for, or in case the shareholders\nfail at any time to elect the full number of authorized directors.\n\n                    2.6.4.    If the Board of Directors accepts the resignation\nof a director tendered to take effect at a future time, the Board or the\nshareholders shall have power to immediately elect a successor who shall take\noffice when the resignation shall become effective.\n\n                    2.6.5.    No reduction of the number of directors shall have\nthe effect of removing any director prior to the expiration of his term of\noffice.\n\nSECTION 2.7         REMOVAL OF DIRECTORS.\n\n     The entire Board of Directors or any individual director may be removed\nfrom office, with or without cause, by the vote or written consent of\nshareholders representing two-thirds of the issued and outstanding capital stock\nentitled to vote.\n\nSECTION 2.8         RESIGNATIONS.\n\n     Any director of the Corporation may resign at any time either by oral\ntender of resignation at any meeting of the Board or by giving written notice\nthereof to the Secretary, the Chief Executive Officer or the President.  Such\nresignation shall take effect at the time it specifies, and the acceptance of \nsuch resignation shall not be necessary to make it effective.\n\n\n                                      -7-\n\n\nSECTION 2.9    PLACE OF MEETINGS.\n\n          Meetings of the Board of Directors shall be held at the principal \noffice of the Corporation in the State of California, or at such other place \nwithin or without the State of Nevada as may be designated for that purpose \nby the Board of Directors. Any meeting shall be valid, wherever held, if held \nby the written consent of all members of the Board of Directors, given before \nor after the meeting and filed with the Secretary of the Corporation.\n\nSECTION 2.10   MEETINGS AFTER ANNUAL SHAREHOLDERS' MEETING.\n\n          The first meeting of the Board of Directors held after the annual \nshareholders' meeting shall be held at such time and place within or without \nthe State of Nevada as shall be fixed by announcement of the Chief Executive \nOfficer or the President given at the annual shareholders' meeting, and no \nother notice of such meeting shall be necessary, provided a majority of the \nwhole Board shall be present. Alternatively, such meeting may be held at such \ntime and place as shall be fixed pursuant to notice given under other \nprovisions of these By-Laws.\n\nSECTION 2.11   OTHER REGULAR MEETINGS.\n\n               2.11.1.     Regular meetings of the Board of Directors shall \nbe held at such time and place within or without the State of Nevada as may \nbe agreed upon from time to time by the Board.\n\n               2.11.2.     No notice need be given of regular meetings, \nexcept that a written notice shall be given to each director of the \nresolution establishing specific meeting dates or a regular meeting date, \nwhich notice shall set forth the date of the month, the time, and the place \nof the meetings.\n\nSECTION 2.12   SPECIAL MEETINGS.\n\n          Special meetings of the Board of Directors shall be held whenever \ncalled by the Chief Executive Officer or the President or by two-thirds of \nthe directors of each Class. Notice of any such meeting shall be mailed to \neach director not later than three days before the day on which the meeting \nis to be held, or shall be sent to him by telegraph, or delivered personally \nor by telephone, not later than midnight of the day before the day of the \nmeeting. Any meeting of the Board of Directors shall be a legal meeting \nwithout any notice thereof having been given, if each director consents to \nthe holding thereof or waives notice by a writing filed with the Secretary, \nor is present thereat and their oral consents are entered on the minutes, or \nthey take part in the deliberations thereat without objection. Except as \notherwise provided in the By-Laws or as may be indicated in the notice \nthereof, any and all business may be transacted at any special meeting.\n\nSECTION 2.13   WAIVER OF NOTICE.\n\n          Anything herein to the contrary notwithstanding, notice of any \nmeeting of directors shall not be required as to any director who shall waive \nnotice in writing (including telex, facsimile telephone transmission, \ntelegram, cablegram or radiogram) before or after such meeting.\n\n\n                                      -8-\n\n\nSECTION 2.14   NOTICE OF ADJOURNMENT.\n\n          Notice of the time and place of holding an adjourned meeting need \nnot be given to absent directors if the time and place is fixed at the \nmeeting adjourned.\n\nSECTION 2.15   QUORUM.\n\n          A majority of the number of directors as fixed by the Articles of \nIncorporation or By-Laws shall be necessary to constitute a quorum for the \ntransaction of business, and the action of a majority of the directors \npresent at any meeting at which there is a quorum, when duly assembled, is \nvalid as a corporate act; provided, that a minority of the directors, in the \nabsence of a quorum, may adjorn from time to time or fill vacant \ndirectorships in accordance with Section 2.5 but may not transact any \nbusiness.\n\nSECTION 2.16   ACTION BY UNANIMOUS WRITTEN CONSENT.\n\n          Any action required or permitted to be taken at any meeting of the \nBoard of Directors may be taken without a meeting, if all members of the \nBoard shall individually or collectively consent in writing thereto. Such \nwritten consent shall be filed with the minutes of the proceedings of the \nBoard and shall have the same force and effect as a unanimous vote of such \ndirectors.\n\nSECTION 2.17   COMPENSATION.\n\n          The directors may be paid their expenses of attendance at each \nmeeting of the Board of Directors. Additionally, the Board of Directors may \nfrom time to time, in its discretion, pay to directors either or both fixed \nsum for attendance at each meeting of the Board of Directors or a stated \nsalary for services as a director. No such payment shall preclude any \ndirector from serving the Corporation in any other capacity and receiving \ncompensation therefor. Members of special or standing committees may be \nallowed like remimbursement and compensation for attending committee \nmeetings.\n\nSECTION 2.18   TRANSACTIONS INVOLVING INTERESTS OF DIRECTORS.\n\n          In the absence of fraud, no contract or other transaction of the \nCorportion shall be affected or invalidated by the fact that any of the \ndirectors of the Corporation are in any way interested in, or connected with, \nany other party to, such contract or transaction or are themselves parties to \nsuch contract or transaction, provided that such transaction satisifies \nSection 78.140 of the Nevada Revised Statutes; and each and every person who \nmay become a director of the Corporation is hereby relieved, to the extent \npermitted by law, from any liability that might otherwise exist from \ncontracting in good faith with the Corporation for the benefit of himself or \nany person in which he may be in any way interested or with which he may be \nin any way connected. Any director of the Corporation may vote and act upon \nany matter, contract or transaction between the Corporation and any other \nperson without regard to the fact that he is also a stockholder, director or \nofficer of, or has any interest in, such other person.\n\n\n\n                                     -9-\n\nSECTION 2.19   EMERITUS POSITIONS.\n\n          The Board of Directors may authorize parties to serve in an emeritus \nposition with respect to the Board of Directors, included by way of example \nbut not by way of limitation, as an Emeritus Director, as a Chairman Emeritus of\nthe Board of Directors or as a Vice-Chairman Emeritus of the Board of \nDirectors. These positions shall be honorary positions and parties elected to \nthose positions may be asked to attend meetings of the board of directors and \nmeeting of the shareholders from time to time. A party holding an emeritus \nposition shall be an officer or director of the Company, shall have no vote \nat a director's meeting, shall receive no fees for service in that position \nand shall not be given access to material, non-published information \npertaining, to the Company. A party filling an emeritus position shall be \nrequested to do so because of his or her experience with and contributions to \nthe Company.\n\n                               ARTICLE III\n\n                                OFFICERS\n\nSECTION 3.1    EXECUTIVE OFFICERS.\n\n          The executive officers of the Corporation shall be a Chief \nExecutive Officer and a Chief Financial Officer and may include a President, \na Chairman, a Chief Corporate Officer, a Chief Operating Officer, one or more \nVice Chairmen, Executive Vice Presidents, Senior Executive Vice Presidents, \nSenior Vice Presidents, Vice Presidents, Group and\/or Division Presidents \nand\/or Chief Executive Officers, a Secretary and a Treasurer. Any person may \nhold two or more offices. The executive officers of the Corporation shall be \nelected annually by the Board of Directors and shall hold office for one year \nor until their respective successors shall be elected and shall qualify.\n\nSECTION 3.2    APPOINTED OFFICERS: TITLES.\n\n          3.2.1.   The Chief Executive Officer shall appoint a Secretary and \na Treasurer of the Corporation if those officers have not been elected by the \nBoard. The Chief Executive Officer (or the Secretary in the case of Assistant \nSecretaries or the Treasurer in the case of Assistant Treasurers) may appoint \na President, Chief Corporate Officer, Chief Operating Officer and one or more \nVice Chairmen, Assistant Secretaries and\/or Assistant Treasurers of the \nCorporation, each of whom shall hold such title at the pleasure of the \nappointing officer and have such authority and perform such duties as are \nprovided in the By-Laws, or as the Chief Executive Officer or the appointing \nofficer may determine from time to time. Any person appointed under this \nSection 3.2.1 to serve in any of the foregoing positions shall be deemed by \nreason of such appointment or service in such capacity to be an \"officer\" of \nthe Corporation.\n\n          3.2.2.   The Chief Executive Officer or a person designated by the \nChief Executive Officer may also appoint a President and\/or Chief Executive \nOfficer, Chief Corporate Officer, Chief Operating Office and one or more \nSenior Executive Vice presidents, Executive Vice Presidents, Senior Vice \nPresidents, Vice Presidents and Assistant Vice Presidents for each operating \ngroup and\/or division of the Corporation and for each staff function a\n\n\n                                      -10-\n\n\nCorporate Controller, one or more Assistant Controllers and such other officers \nas the Chief Executive Officer may deem to be necessary, desirable or \nappropriate. Each appointed officer will hold such title at the pleasure of the \nChief Executive Officer and have authority to act for and perform duties with \nrespect to only the group, division or corporate staff function for which the \nperson is appointed. Any person appointed under this Section 3.2.2 to serve in \nany of the foregoing positions shall be deemed by reason of such appointment or \nservice in such capacity to be an \"officer\" of the Corporation.\n\nSECTION 3.3    REMOVAL AND RESIGNATION.\n\n               3.3.1.    Any officer may be removed, either with or without \ncause, by a majority of the directors at the time in office, at any regular or \nspecial meeting of the Board. Any appointed person may be removed from such \nposition at any time by the person making such appointment or his successor.\n\n               3.3.2.    Any officer may resign at any time, by giving written \nnotice to the Board of Directors, the Chief Executive Officer, the President or \nthe Secretary of the Corporation. Any such resignation shall take effect at the \ndate of the receipt of such notice, or at any later time specified therein; and \nunless otherwise specified therein, the acceptance of such resignation shall not\nbe necessary to make it effective.\n\nSECTION 3.4    VACANCIES.\n\n     A vacancy in any office because of death, resignation, removal, \ndisqualification or any other cause shall be filled in the manner prescribed in \nthe By-Laws for regular appointments to such office.\n\nSECTION 3.5    CHAIRMAN AND VICE CHAIRMAN.\n\n     The Chairman shall preside at all meetings of the Board of Directors and \nshall exercise and perform such other powers and duties as may be from time to \ntime assigned to him by the Board of Directors. The Vice Chairman shall, in the \nabsence of the Chairman, preside at all meetings of the Board of Directors and \nshall exercise and perform such other powers and duties as may be from time to \ntime assigned to him by the Board of Directors.\n\nSECTION 3.6    CHIEF EXECUTIVE OFFICER.\n\n     The Chief Executive Officer shall, subject to the control of the Board of \nDirectors, have general supervision, direction, and control of the business and \naffairs of the Corporation. He shall preside at all meetings of the shareholders\nand, in the absence of the Chairman of the Board and the Vice Chairman of the \nBoard, at all meetings of the Board of Directors. He shall be ex officio a \nmember of the Executive Committee and shall have the general powers and duties \nof management usually vested in the office of chief executive officer of a \ncorporation and such other powers and duties as may be prescribed by the Board \nof Directors.\n\n\n\n                                      -11-\n\n\nSECTION 3.7    PRESIDENT.\n\n     In the absence or disability of the Chief Executive Officer, the President \nshall perform all of the duties of the Chief Executive Officer and when so \nacting shall have all the powers and be subject to all the restrictions upon the\nChief Executive Officer, including the power to sign all instruments and to take\nall actions which the Chief Executive Officer is authorized to perform by the \nBoard of Directors or the By-Laws. The President shall have the general powers \nand duties usually vested in the office of president of a corporation and such \nother powers and duties as may be prescribed by the Chief Executive Officer or \nthe Board of Directors.\n\nSECTION 3.8    SENIOR EXECUTIVE VICE PRESIDENT, EXECUTIVE VICE PRESIDENT, \n               SENIOR VICE PRESIDENT AND VICE PRESIDENT.\n\n     In the absence or disability of the Chief Executive Officer and the \nPresident, a Senior Executive Vice President, an Executive Vice President or a\nGroup President and Chief Executive Officer, in the order of his rank and \nseniority shall perform all of the duties of the Chief Executive Officer, and \nwhen so acting shall have all the powers of and be subject to all the \nrestrictions upon the Chief Executive Officer, including the power to sign all \ninstruments and to take all actions which the Chief Executive Officer is \nauthorized to perform by the Board of Directors or the By-Laws. The Senior \nExecutive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents and\nVice Presidents shall have the general powers and duties usually vested in the \noffice of a vice president of a corporation; the Group Presidents and Chief \nExecutive Officers shall have the general powers and duties of a principal\nexecutive officer of an operating group of a corporation; and each of them shall\nhave such other powers and perform such other duties as from time to time may be\nprescribed for them respectively by the Board of Directors, the Executive \nCommittee of the Board of Directors, the Chief Executive Officer or the By-Laws.\n\nSECTION 3.9    SECRETARY AND ASSISTANT SECRETARIES.\n\n               3.9.1.    The Secretary shall (1) attend all sessions of the \nBoard and all meetings of the shareholders; and (2) record and keep, or cause \nto be kept, all votes and the minutes of all proceedings in a book to be kept \nfor that purpose at the principal office of the Corporation, or at such other \nplace as the Board of Directors may from time to time determine, specifying \ntherein (1) the time and place of holding, (ii) whether regular or special, and \nif special, how authorized, (iii) the notice thereof given, (iv) the names of \nthose present at directors' meetings, (v) the number of shares present or \nrepresented at shareholders' meetings, and (vi) the proceedings thereof; and (3)\nperform like duties for the Executive and other standing committees, when \nrequired. In addition, he shall keep or cause to be kept, at the principal \noffice of the Corporation in the State of Nevada, those documents required to \nbe kept thereat by Section 5.2 of the By-Laws and Section 78.105 of the Nevada \nRevised Statutes.\n\n               3.9.2.    The Secretary shall give, or cause to be given, notice \nof meetings of the shareholders and special meetings of the Board of Directors, \nand shall perform such other duties as may be prescribed by the Board of \nDirectors or the Chief Executive Officer, under whose supervision he shall be. \nHe shall keep in safe custody the seal of the Corporation, and, when authorized \nby the Board, affix the same to any instrument requiring it, and when so \naffixed,\n\n\n\n                                      -12-\n\n\nit shall be attested by his signature or by the signature of the Treasurer or \nan Assistant Secretary. The Secretary is hereby authorized to issue \ncertificates, to which the corporate seal may be affixed, attesting to the \nincumbency of officers of this Corporation or to actions duly taken by the \nBoard of Directors or the shareholders.\n\n               3.9.3.    The Assistant Secretaries, in the order of their \nseniority, shall in the absence or disability of the Secretary, perform the \nduties and exercise the powers of the Secretary, and shall perform such other \nduties as the Chief Executive Officer or the Secretary shall prescribe.\n\nSECTION 3.10   TREASURER AND ASSISTANT TREASURERS.\n\n               3.10.1.   The Treasurer shall deposit all moneys and other \nvaluables in the name, and to the credit, of the Corporation, with such \ndepositories as may be ordered by the Board of Directors. He shall disburse the\nfunds of the Corporation as may be ordered by the Board of Directors, shall \nrender to the Chief Executive Officer and directors, whenever they request it, \nan account of all his transactions as Treasurer, and of the financial condition \nof the Corporation, and shall have such other powers and perform such other \nduties as may be prescribed by the Board of Directors or the By-Laws.\n\n               3.10.2.   The Assistant Treasurers, in the order of their \nseniority, shall in the absence or disability of the Treasurer, perform the \nduties and exercise the powers of the Treasurer, and shall perform such other \nduties as the Chief Executive Officer or the Treasurer shall prescribe.\n\nSECTION 3.11   ADDITIONAL POWERS, SENIORITY AND SUBSTITUTION OF OFFICERS.\n\n     In addition to the foregoing powers and duties specifically prescribed for \nthe respective officers, the Board of Directors may from time to time by \nresolution (i) impose or confer upon any of the officers such additional duties \nand powers as the Board of Directors may see fit, (ii) determine the order of \nseniority among the officers, and\/or (iii) except as otherwise provided above, \nprovide that in the absence of any officer or officers, any other officer or \nofficers shall substitute for and assume the duties, powers and authority of \nthe absent officer or officers. Any such resolution may be final, subject only \nto further action by the Board of Directors, or the resolution may grant such \ndiscretion, as the Board of Directors deems appropriate, to the Chairman, the \nVice Chairman, the Chief Executive Officer, the President (or in his absence \nthe Senior Executive Vice President or the Executive Vice President serving in \nhis place) to impose or confer additional duties and powers, to determine the \norder of seniority among officers, and\/or to provide for substitution of \nofficers as above described.\n\nSECTION 3.12   COMPENSATION.\n\n     The officers of the Corporation shall receive such compensation as shall \nbe fixed from time to time by the Board of Directors. No officer shall be \nprohibited from receiving such salary by reason of the fact that he is also a \ndirector of the Corporation.\n\n\n\n                                      -13-\n\nSECTION 3.13  TRANSACTION INVOLVING INTEREST OF OFFICER.\n\n    In the absence of fraud, no contract or other transaction of the \nCorporation shall be affected or invalidated by the fact that any of the \nofficers of the Corporation are in any way interested in, or connected with, \nany other party to such contract or transaction, or are themselves parties to \nsuch contract or transaction, provided that such transaction complies with \nSection 78.140 of the Nevada Revised Statutes; and each and every person who \nis or may become an officer of the Corporation is hereby relieved, to the \nextent permitted by law, when acting in good faith, from any liability that  \nmight otherwise exist from contracting with the Corporation for the benefit \nof himself or any person in which he may be in any way interested or with which \nhe may be in any way connected.\n\n\n                             ARTICLE IV\n                             \n                   EXECUTIVE AND OTHER COMMITTEES\n\n\nSECTION 4.1   STANDING COMMITTEES.\n\n    The Board of Directors shall appoint an Executive Committee, an Audit \nCommittee and a Compensation and Stock Option Committee, consisting of such \nnumber of its members as it may designate, consistent with the Articles of \nIncorporation, the By-Laws and the laws of the State of Nevada.\n\n\n         4.1.1.    The Executive Committee shall have and may exercise, when \nthe Board is not in session, all of the powers of the Board of Directors in \nthe management of the business and affairs of the Corporation, but the \nExecutive Committee shall not have the power to fill vacancies on the Board, \nor to change the membership of or to fill vacancies in the Executive \nCommittee or any other Committee of the Board, or to adopt, amend or repeal \nthe By-Laws, or to declare dividends.\n\n\n         4.1.2.    The Audit Committee shall select and engage on behalf of \nthe Corporation, subject to the consent of the shareholders, and fix the \ncompensation of, a firm of certified public accountants whose duty it shall \nbe to audit the books and accounts of the Corporation and its subsidiaries \nfor the fiscal year which they are appointed, and who shall report to such \nCommittee. The Audit Committee shall confer with the auditors and shall \ndetermine, and from time to time shall report to the Board of Directors upon, \nthe scope of the auditing of the books and accounts of the Corporation and \nits subsidiaries. The Audit Committee shall also be responsible for \ndetermining that the business practices and conduct of employees and any \nother representatives of the Corporation and its subsidiaries comply with the \npolicies and procedures of the Corporation. None of the members of the Audit \nCommittee shall be officers or employees of the Corporation.\n\n         4.1.3.    The Compensation and Stock Option Committee shall \nestablish a general compensation policy for the Corporation and shall have \nresponsibility for the approval of increases in directors' fees and salaries \npaid to officers and senior employees earning an excess of an annual salary \nto be determined by the Committee. The Compensation and Stock Option\n\n\n\n\n                                      -14- \n\nCommittee shall have all the powers of administration under all of the \nCorporation's employee benefit plans, including any stock option plans, long \nterm incentive plans, bonus plans, retirement plans, stock purchase plans and \nmedical, dental and insurance plans. In connection therewith, the \nCompensation and Stock Option Committee shall determine, subject to the \nprovisions of the Corporation's plans, the directors, officers and employees \nof the Corporation eligible to participate in any of the plans, the extent of \nsuch participation and the terms and conditions under which benefits may be \nvested, received or exercised. None of the members of the Compensation and \nStock Option Committee shall be officers or employees of the Corporation.\n\n\nSECTION 4.2   OTHER COMMITTEES.\n\n    Subject to the limitations of the Articles of Incorporation, the By-Laws \nand the laws of the State of Nevada as to action to be authorized or \napproved by the shareholders, or duties not delegable by the Board of \nDirectors, any or all of the corporate powers may be exercised by or under \nauthority of, and the business and affairs of this Corporation may be \ncontrolled by, such other committee or committees as may be appointed by the \nBoard of Directors. The powers to be exercised by any such committee shall be \ndesignated by the Boards of Directors.\n\n\nSECTION 4.3   PROCEDURES\n\n    Subject to the limitations of the Articles of Incorporation, the By-Laws \nand the laws of the State of Nevada regarding the conduct of business by the \nBoard of Directors and its appointed committees, any committee created under \nthis Article may use any procedures for conducting its business and \nexercising its powers, including but not limited to actions by the unanimous \nwritten consent of its members in the manner set forth in Section 2.15. A \nmajority (but not less than two members) shall constitute a quorum. Notices \nof meetings may be in any reasonable manner and may be waived as for meetings \nof directors.\n\n                             ARTICLE V\n\n              CORPORATE RECORDS AND REPORTS - INSPECTION\n\nSECTION 5.1   RECORDS.\n\n    The Corporation shall maintain adequate and correct accounts, books and \nrecords of its business and properties. All such books, records and accounts \nshall be kept at its principal place of business in the State of California, \nas fixed by the Board of Directors from the time to time.\n\n\nSECTION 5.2   ARTICLES, BY-LAWS AND STOCK LEDGER.\n\n    The Corporation shall maintain and keep the following documents at its \nprincipal place of business in the State of Nevada: (i) a certified copy of \nthe Articles of Incorporation and all amendments thereto; (ii) a certified \ncopy of the By-Laws and all amendments thereto; and (iii) a statement setting \nforth the following: \"The Secretary of the Corporation, whose address is 2700\n\n\n\n\n                                      -15-\n\nColorado Avenue, Santa Monica California 90404, is the custodian of the \nduplicate stock ledger of the Corporation.\"\n\n\nSECTION 5.3   INSPECTION\n\n    Any person who has been a shareholder of record for at least six months \nimmediately preceding his demand, or any person holding, or thereunto \nauthorized in writing by the holders of, at least five percent of all of the \nCorporation's outstanding shares, upon at least five days' written demand, or \nany judgement creditor without prior demand, shall have the right to inspect \nin person or by agent or attorney, during usual business hours, the duplicate \nstock ledger of the Corporation and to make extracts therefrom; provided, \nhowever, that such inspection may be denied to any shareholder or other \nperson upon his refusal to furnish to the Corporation an affidavit that such \ninspection is not desired for a purpose which is in the interest of a \nbusiness or object other than the business of the Corporation and that he has \nnot at any time sold or offered for sale any list of shareholders of any \ncorporation or aided or abetted any person in procuring any such record of \nshareholders for any such purpose.\n\n\nSECTION 5.4   CHECKS, DRAFTS, ETC.\n\n    All checks, drafts, or other orders for payment of money, notes, or other \nevidences of indebtedness, issued in the name of, or payable to, the \nCorporation, shall be signed or endorsed by such person or persons, and in \nsuch a manner as shall be determined from time to time by resolution of the \nBoard of Directors.\n\n\n\n                             ARTICLE VI\n\n                         OTHER AUTHORIZATIONS\n\n\nSECTION 6.1   EXECUTION OF CONTRACTS.\n\n    The Board of Directors, except as the By-Laws otherwise provide, may \nauthorize any officer or officers or agent or agents to enter into any \ncontract or execute any instrument in the name of and on behalf of the \nCorporation. Such authority may be general, or confined to specific \ninstances. Unless so authorized by the Board of Directors, no officer, agent \nor employee shall have the power or authority, except in the ordinary course \nof business, to bind the Corporation by any contract or engagement or to \npledge its credit, or to render it liable for any purpose or in any amount.\n\nSECTION 6.2   REPRESENTATION OF OTHER CORPORATIONS.\n\n    All shares of any other corporation, standing in the name of the \nCorporation, shall be voted, represented, and all rights incidental thereto \nexercised as directed by written consent or resolution of the Board of \nDirectors expressly referring thereto. In general, such rights shall be \ndelegated by the Board of Directors under express instructions from time to \ntime as to each exercise thereof to the Chief Executive Officer, the \nPresident, any Senior Executive Vice President, any Executive Vice President, \nany Senior Vice President, any Vice President the\n\n                                                       \n\n\n                                    - 16 -\n\nTreasurer or the Secretary of this Corporation, or any other person expressly \nappointed by the Board of Directors. Such authority may be exercised by the \ndesignated officers in person, or by any other person authorized to do so by \nproxy, power of attorney, duly executed by such officers.\n\n\n\nSECTION 6.3      DIVIDENDS.\n\n        The Board of Directors may from time to time declare, and the \nCorporation may pay, dividends on its outstanding shares in the manner and on \nthe terms and conditions provided by the laws of the State of Nevada, and the \nArticles of Incorporation, subject to any contractual restrictions to which \nthe Corporation is then subject.\n\n\n                                  ARTICLE VII\n\n                     CERTIFICATES FOR AND TRANSFER OF SHARES\n\nSECTION 7.1      CERTIFICATES FOR SHARES.\n\n                 7.1.1.   Certificates for shares shall be of such form and \ndevice as the Board of Directors may designate and shall be numbered and \nregistered as they are issued. Each shall state the name of the record holder \nof the shares represented thereby; its number and date of issuance; the \nnumber of shares for which it is issued; the par value; a statement of the \nrights, privileges, preferences and restrictions, if any; a statement as to \nrights of redemption or conversion, if any; and a statement of liens or \nrestrictions upon transfer or voting, if any, or, alternatively, a statement \nthat certificates specifying such matters may be obtained from the Secretary \nof the Corporation.\n\n                 7.1.2.   Every certificate for shares must be signed by the \nChief Executive Officer or the President and the Secretary or an Assistant \nSecretary, or must be authenticated by facsimiles of the signatures of the \nChief Executive Officer or the President and the Secretary or an Assistant \nSecretary. Before it becomes effective, every certificate for shares \nauthenticated by a facsimile or a signature must be countersigned by a \ntransfer agent or transfer clerk, and must be registered by an incorporated \nbank or trust company, either domestic or foreign, as registrar of transfers.\n\n                 7.1.3.   Even though an officer who signed, or whose \nfacsimile signature has been written, printed, or stamped on a certificate \nfor shares ceases, by death, resignation, or otherwise, to be an officer of \nthe Corporation before the certificate is delivered by the Corporation, the \ncertificate shall be as valid as though signed by a duly elected, qualified \nand authorized officer, if it is countersigned by the signature or facsimile \nsignature of a transfer clerk or transfer agent and registered by an \nincorporated bank or trust company, as registrar of transfers.\n\n\n\n\n                                    - 17 -\n\n                 7.1.4.   Even though a person whose facsimile signature as, \nor on behalf of, the transfer agent or transfer clerk has been written, \nprinted or stamped on a certificate for shares ceases, by death, resignation, \nor otherwise, to be a person authorized to so sign such certificate before \nthe certificate is delivered by the Corporation, the certificate shall be \ndeemed countersigned by the facsimile signature of a transfer agent or \ntransfer clerk for purposes of meeting the requirements of this section.\n\n\n\nSECTION 7.2      TRANSFER ON THE BOOKS.\n\n        Upon surrender to the Secretary or transfer agent of the Corporation \nof a certificate for shares duly endorsed or accompanied by proper evidence \nof succession, assignment or authority to transfer, it shall be the duty of \nthe Corporation to issue a new certificate to the person entitled thereto, \ncancel the old certificate and record the transaction upon its books.\n\nSECTION 7.3      LOST OR DESTROYED CERTIFICATES.\n\n        The Board of Directors may direct, or authorize the Secretary to \ndirect, a new certificate or certificates to be issued in place of any \ncertificate or certificates theretofore issued by the Corporation alleged to \nhave been lost or destroyed, upon the making of an affidavit of that fact by \nthe person claiming the certificate for shares so lost or destroyed. When \nauthorizing such issue of a new certificate or certificates, the Board of \nDirectors or Secretary may, in its or his discretion, and as a condition \nprecedent to the issuance thereof, require the owner of such lost or \ndestroyed certificate or certificates, or his legal representative, to \nadvertise the same in such manner as it shall require and\/or give the \nCorporation a bond in such sum as it may direct as indemnity against any \nclaim that may be made against the Corporation with respect to the \ncertificate alleged to have been lost or destroyed.\n\nSECTION 7.4      TRANSFER AGENTS AND REGISTRARS.\n\n        The Board of Directors may appoint one or more transfer agents or \ntransfer clerks, and one or more registrars, who may be the same person, and \nmay be the Secretary of the Corporation, or an incorporated bank or trust \ncompany, either domestic or foreign, who shall be appointed at such times and \nplaces as the requirements of the Corporation may necessitate and the Board \nof Directors may designate.\n\nSECTION 7.5      FIXING RECORD DATE FOR DIVIDENDS, ETC.\n\n        The Board of Directors may fix a time, not exceeding 50 days \npreceding the date fixed for the payment of any dividend or distribution, or \nfor the allotment of rights, or when any change or conversion or exchange of \nshares shall go into effect, as a record date for the determination of the \nshareholders entitled to receive any such dividend or distribution, or any \nsuch allotment of rights, or to exercise the rights in respect to any such \nchange, conversion, or exchange of shares, and, in such case, only \nshareholders of record on the date so fixed shall be entitled to receive such \ndividend, distribution, or allotment of rights, or to exercise such rights, \nas the case may be, notwithstanding any transfer of shares on the books of \nthe Corporation after any record date fixed as aforesaid.\n\n\n\n\n                                    - 18 -\n\nSECTION 7.6      RECORD OWNERSHIP.\n\n        The Corporation shall be entitled to recognize the exclusive right of \na person registered as such on the books of the Corporation as the owner of \nshares of the Corporation's stock to receive dividends, and to vote as such \nowner, and shall not be bound to recognize any equitable or other claim to or \ninterest in such shares on the part of any other person, whether or not the \nCorporation shall have express or other notice thereof, except as otherwise \nprovided by law.\n\n                                 ARTICLE VIII\n\n                             AMENDMENTS TO BY-LAWS\n\nSECTION 8.1      BY SHAREHOLDERS.\n\n        New or restated by-laws may be adopted, or these By-Laws may be \nrepealed or amended, at the annual shareholders' meeting or at any other \nmeeting of the shareholders called for that purpose, by a vote of \nshareholders entitled to exercise a majority of the voting power of the \nCorporation.\n\nSECTION 8.2      BY DIRECTORS.\n\n        Subject to the right of the shareholders to adopt, amend, or repeal \nby-laws, as provided in Section 8.1, the Board of Directors may adopt, amend, \nor repeal any of these By-Laws by the affirmative vote of two-thirds of the \ndirectors of each Class except as otherwise provided in Section 2.4. This \npower may not be delegated to any committee appointed in accordance with \nthese By-Laws.\n\nSECTION 8.3      RECORD OF AMENDMENTS.\n\n        Whenever an amendment or a new By-Law is adopted, it shall be copied \nin the book of minutes with the original By-Laws, in the appropriate place. \nIf any By-Law is repealed, the fact of repeal, with the date of the meeting \nat which the repeal was enacted, or written assent was filed, shall be stated \nin said book.\n\n\n                                   ARTICLE IX\n\n                     INDEMNIFICATION OF DIRECTORS AND OFFICERS \n\nSECTION 9.1      POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER \n                 THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION.\n\n        Subject to Section 9.3 of this Article IX, each person who was or is \na party or is threatened to be made a party or is involved in any action, \nsuit or proceeding, whether civil, criminal, administrative or investigative \n(hereinafter a \"proceeding\") (other than an action by or in the right of the \nCorporation), by reason of the fact that he, or a person of whom he is the \nlegal representative, is or was a director or officer of the Corporation or \nis or was serving at the request\n\n                                      -19-\n\nof the Corporation as a director, officer, employee, fiduciary or agent of \nanother corporation or of a partnership, joint venture, trust or other \nenterprise, including service with respect to employee benefit plans, whether \nthe basis of such proceeding is alleged action or inaction in an official \ncapacity or in any other capacity while serving as a director, officer, \nemployee, fiduciary or agent shall be indemnified and held harmless by the \nCorporation to the fullest extent permitted by the laws of Nevada, as the \nsame exist or may hereafter be amended, against all costs, charges, expenses, \nliabilities and losses (including attorneys' fees, judgments, fines, employee \nbenefit plan exercise taxes or penalties and amounts paid or to be paid in \nsettlement) reasonably incurred or suffered by such person in connection with \nsuch proceeding if he acted in good faith and in a manner he reasonably \nbelieved to be in or not opposed to the best interests of the Corporation, \nand, with respect to any criminal action or proceeding, had no reasonable \ncause to believe his conduct was unlawful. The termination of any proceeding \nby judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE \nor its equivalent, shall not, of itself, create a presumption that the person \ndid not act in good faith and in a manner which he reasonably believed to be \nin or not opposed to the best interests of the Corporation, and, with respect \nto any criminal action or proceeding, had reasonable cause to believe that \nhis conduct was unlawful.\n\nSECTION 9.2  POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE \n             RIGHT OF THE CORPORATION.\n\n    Subject to Section 9.3 of this Article IX, the Corporation shall \nindemnify any person who was or is a party or is threatened to be made a \nparty to any threatened, pending or completed action or suit by or in the \nright of the Corporation to procure a judgment in its favor by reason of the \nfact that he, or a person of whom he is the legal representative, is or was a \ndirector or officer of the Corporation or is or was serving at the request of \nthe Corporation as a director, officer, employee, fiduciary or agent of \nenterprise, including service with respect to employee benefit plans, whether \nthe basis of such proceeding is alleged action or inaction in an official \ncapacity or in any other capacity while serving as a director, officer, \nemployee, fiduciary or agent, against expenses (including attorneys' fees) \nactually and reasonably incurred by him in connection with the defense or \nsettlement of such action or suit if he acted in good faith and in a manner \nhe reasonably believed to be in or not opposed to the best interests of the \nCorporation; except that no indemnification shall be made in respect of any \nclaim, issue or matter as to which such person shall have been adjudged to be \nliable to the Corporation unless and only to the extent that the court in \nwhich such action or suit was brought shall determine upon application that, \ndespite the adjudication of liability but in view of all the circumstances of \nthe case, such person is fairly and reasonably entitled to indemnity for such \nexpenses which the court shall deem proper.\n\nSECTION 9.3  AUTHORIZATION OF INDEMNIFICATION.\n\n    Any indemnification under this Article IX (unless ordered by a court or \nadvanced pursuant to Section 9.6 hereof) shall be made by the Corporation \nonly as authorized in the specific case upon a determination that \nindemnification of the director or officer is proper in the circumstances \nbecause he has met the applicable standard of conduct set forth in Section \n9.1 or Section 9.2 of this Article IX, as the case may be. Such determination \nshall be made (i) by the Board of Directors by a majority vote of a quorum \nconsisting of directors who were not parties to such action, suit or \nproceeding, or (ii) if a majority vote of a quorum consisting of directors \nwho were not parties to the act, suit or proceeding so orders, by independent \nlegal counsel in a written\n\n\n\n                                      -20-\n\nopinion, or (iii) if such a quorum is not obtainable, by independent legal \ncounsel in a written opinion, or (iv) by the shareholders. To the extent, \nhowever, that a director or officer of the Corporation has been successful on \nthe merits or otherwise in defense of any action, suit or proceeding \ndescribed above, or in the defense or any claim, issue or matter therein, he \nshall be indemnified against expenses (including attorney's fees) actually \nand reasonably incurred by him in connection therewith, without the necessity \nof authorization in the specific case.\n\nSECTION 9.4  GOOD FAITH DEFINED.\n\n    For purposes of any determination under Section 9.3 of this Article IX, a \nperson shall be deemed to have acted in good faith and in a manner he \nreasonably believed to be in or not opposed to the best interests of the \nCorporation, or, with respect to any criminal action or proceeding, to have \nhad no reasonable cause to believe his conduct was unlawful, if his action is \nbased on the records or books of account of the Corporation or another \nenterprise, or on information supplied to him by the officers of the \nCorporation or another enterprise in the course of their duties, or on the \nadvice of legal counsel for the Corporation or another enterprise or on \ninformation or records given or reports made to the Corporation or another \nenterprise by an independent certified public accountant or by an appraiser \nor other expert selected with reasonable care by the Corporation or another \nenterprise. The term \"another enterprise\" as used in this Section 9.4 shall \nmean any other corporation or any partnership, joint venture, trust, employee \nbenefit plan or other enterprise of which such person is or was serving at the \nrequest of the Corporation as a director, officer, employee or agent. The \nprovisions of this Section 9.4 shall not be deemed to be exclusive or to \nlimit in any way the circumstances in which a person may be deemed to have \nmet the applicable standard of conduct set forth in Sections 9.1 or 9.2 of \nthis Article IX, as the case may be.\n\nSECTION 9.5  INDEMNIFICATION BY A COURT.\n\n    If a claim under Section 9.1 or 9.2 is not paid in full by the \nCorporation within thirty days after a written claim has been received by the \nCorporation, the claimant may at any time thereafter bring suit against the \nCorporation to recover the unpaid amount of the claim and, if successful in \nwhole or in part, the claimant shall be entitled to be paid also the expense \nof prosecuting such claim. It shall be a defense to any such action (other \nthan an action brought to enforce a claim for expenses incurred in defending \nany proceeding in advance of its final disposition where the required \nundertaking, if any is required, has been tendered to the Corporation) that \nthe claimant has failed to meet a standard of conduct which makes it \npermissible under Nevada law for the Corporation to indemnify the claimant \nfor the amount claimed. Neither the failure of the Corporation (including the \nBoard, independent legal counsel, or its shareholders) to have made a \ndetermination prior to the commencement of such action that indemnification \nof the claimant is permissible in the circumstances because he has met such \nstandard of conduct, nor an actual determination by the Corporation \n(including the Board, independent legal counsel, or its shareholders) that \nthe claimant has not met such standard of conduct, shall be a defense to the \naction or create a presumption that the claimant has failed to meet such \nstandard of conduct.\n\n\n\n                                      -21-\n\nSECTION 9.6  EXPENSES PAYABLE IN ADVANCE.\n\n    This right to indemnification conferred in this Article IX shall include \nthe right to be paid by the Corporation the expenses incurred in defending any \nsuch proceeding in advance of its final disposition; provided, however, that, \nif the Nevada General Corporation Law required, the payment of such expenses \nincurred by a director or officer in his capacity as a director or officer \n(and not in any other capacity in which service was or is rendered by such \nperson while a director or officer, including, without limitation, service to \nany employee benefit plan) in advance of the final disposition of a \nproceeding, shall be made only upon delivery to the Corporation of an \nundertaking, by or on behalf of such director of officer, to repay all \namounts so advanced if it shall ultimately be determined that such director \nor officer is not entitled to be indemnified under this Section 9.6 or \notherwise.\n\nSECTION 9.7  NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.\n\n    The right to indemnification and the payment of expenses incurred in \ndefending a proceeding in advance of its final disposition conferred in this \nArticle IX shall not be exclusive of any other right which any person may \nhave or hereafter acquire under any statute, provision of the Articles of \nIncorporation, By-Law, agreement, vote of shareholders or disinterested \ndirectors or otherwise.\n\nSECTION 9.8  INSURANCE.\n\n    The Corporation may maintain insurance, at its expense, to protect itself \nand any director, officer, employee, fiduciary or agent of the Corporation or \nanother corporation, partnership, joint venture, trust or other enterprise \nagainst any such expense, liability or loss, whether or not the Corporation \nwould have the power to indemnify such person against such expense, liability \nor loss under Nevada law.\n\nSECTION 9.9  CERTAIN DEFINITIONS.\n\n    For purpose of this Article IX, references to \"the Corporation\" shall \ninclude, in addition to the resulting corporation, any constituent \ncorporation (including any constituent of a constituent) absorbed in a \nconsolidation or merger which, if its separate existence had continued, would \nhave had power and authority to indemnify its directors or officers, so that \nany person who is or was a director or officer of such constituent \ncorporation, or is or was a director or officer of such constituent \ncorporation serving at the request of such constituent corporation as a \ndirector, officer, employee or agent of another corporation, partnership, \njoint venture, trust, employee benefit plan or other enterprise, shall stand \nin the same position under the provisions of this Article IX with respect to \nthe resulting or surviving corporation as he would have with respect to such \nconstituent corporation if its separate existence had continued. For purposes \nof this Article IX, references to \"fines\" shall include any excise taxes \nassessed on a person with respect to an employee benefit plan; and references \nto \"serving at the request of the Corporation\" shall include any service as a \ndirector, officer, employee or agent of the Corporation which imposes duties \non, or involves services by, such director or officer with respect to an \nemployee benefit plan, its participants or beneficiaries; and a person who \nacted in good faith and in a manner he reasonably believed to be in the \ninterest of the participant and beneficiaries of an employee benefit plan\n\n\n\n\n\n\n                                     -22-\n\nshall be deemed to have acted in a manner \"not opposed to the best interests \nof the Corporation\" as referred to in this Article IX.\n\nSECTION 9.10   SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.\n\n     The indemnification and advancement of expenses provided by or granted \npursuant to, this Article IX shall, unless otherwise provided when authorized \nor ratified, continue as to a person who has ceased to be a director, \nofficer, employee, fiduciary or agent and shall inure to the benefit of his \nheirs, executors and administrators.\n\nSECTION 9.11   LIMITATION ON INDEMNIFICATION.\n\n     Notwithstanding anything contained in this Article IX to the contrary, \nexcept as provided in Section 9.3, the Corporation shall indemnify any such \nperson seeking indemnification in connection with a proceeding (or part \nthereof) initiated by such person only if such proceeding (or part thereof) \nwas authorized or consented to by the Board.\n\nSECTION 9.12   INDEMNIFICATION OF EMPLOYEES AND AGENTS.\n\n     The Corporation may, by action of the Board, provide indemnification to \nemployees and agents of the Corporation with the same scope and effect as the \nforegoing indemnification of directors and officers.\n\nSECTION 9.13   INDEMNIFICATION OF WITNESSES.\n\n     To the extent that any director, officer, employee, fiduciary or agent \nof the Corporation is by reason of such position, or a position with another \nentity at the request of the Corporation, a witness in any action, suit or \nproceeding, he shall be indemnified against all costs and expenses actually \nand reasonably incurred by him or on his behalf in connection therewith.\n\nSECTION 9.14   INDEMNIFICATION AGREEMENTS.\n\n     The Corporation may enter into agreements with any director, officer, \nemployee, fiduciary or agent of the Corporation providing for indemnification \nto the full extent permitted by Nevada law.\n\nSECTION 9.15   DEFINITION OF BOARD.\n\n     For purposes of this Article IX, the term \"Board\" shall mean the Board \nof Directors of the Corporation or, to the extent permitted by the laws of \nNevada, as the same exist or may hereafter be amended, its Executed \nCommittee. On vote of the Board, the Corporation may assent to the adoption \nof this Article IX by any subsidiary, whether or not wholly owned.\n\n\n\n                                      -23-\n\nSECTION 9.16   ACTIONS PRIOR TO ADOPTION OF ARTICLE IX.\n\n     The rights provided by this Article IX shall be available whether or not \nthe claim asserted against the director, officer, employee, fiduciary or \nagent is based on matters which antedate the adoption of the Article IX.\n\nSECTION 9.17   SEVERABILITY.\n\n     If any provision of this Article IX shall for any reason be determined to \nbe invalid, the remaining provisions hereof shall not be affected thereby but \nshall remain in full force and effect.\n\nSECTION 9.18   APPLICABILITY TO FEDERAL ELECTION CAMPAIGN ACT OF 1971, AS \n               AMENDED.\n\n     The rights provided by this Article IX shall be applicable to the \nofficers (including without limitation the Chairman, Vice Chairman, treasurer \nand assistant treasurer) appointed from time to time by the Chief Executive \nOfficer of the Corporation or his designee to serve in the administration and \nmanagement of any separate, segregated fund established for purposes of \ncollecting and distributing voluntary employee political contributions to \nfederal election campaigns pursuant to the Federal Election Campaign Act of \n1971, as amended.\n\n\n                                     ARTICLE X\n\n                                   CORPORATE SEAL\n\n     The corporate seal shall be circular in form and shall have inscribed \nthereon the name of the Corporation, and the date of its incorporation, and \nthe word \"Nevada\".\n\n\n                                    ARTICLE XI\n\n                                  INTERPRETATION\n\n     Reference in these By-Laws to any provision of the Nevada Revised \nStatutes shall be deemed to in include all amendments thereto and the effect of \nthe construction and determination of validity thereof by the Nevada Supreme \nCourt.\n\n\n\n                                      -24-\n\n                                  ARTICLE XII\n\n                       APPLICABILITY OF CONTROL SHARE ACT\n\n     The provisions of Nevada Revised Statutes Sections 78.378 to 78.3792, \ninclusive, shall not apply to any acquisition of a controlling interest by \nOrNda HealthCorp in the Corporation pursuant to the terms of that certain \nStock Option Agreement between the Corporation and OrNda HealthCorp, as the \nsame may be amended, modified, supplemented or otherwise changed.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9030],"corporate_contracts_industries":[9435],"corporate_contracts_types":[9573,9574],"class_list":["post-41475","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tenet-healthcare-corp","corporate_contracts_industries-health__hospitals","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41475","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41475"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41475"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41475"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41475"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}