SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
<PAGE>   10

of shareholders or part thereof, he or she shall so state and shall state the
rules under which the meeting or appropriate part thereof shall be conducted.

         (b)     If disorder should arise which prevents the continuation of
the legitimate business of the meeting, the President, Chief Executive Officer,
or chairman may quit the chair and announce the adjournment of the meeting, and
upon so doing, the meeting will immediately be adjourned.

         (c)     The President, Chief Executive Officer, or chairman may ask or
require that anyone not a bona fide shareholder or proxy leave the meeting.

         (d)     The resolution or motion shall be considered for vote only if
proposed by a shareholder or a duly authorized proxy and seconded by a
shareholder or duly authorized proxy other than the individual who proposed the
resolution or motion.

         (e)     Except as the President, Chief Executive Officer, or chairman
may permit, no matter shall be presented to the meeting which has not been
submitted for inclusion in the agenda at least thirty (30) days prior to the

                                  ARTICLE III.


         3.1     POWERS AND DUTIES.
         All corporate powers shall be exercised by or under the authority of
and the business and affairs of the Corporation managed under the direction of
the Board of Directors.

         3.2     NUMBER AND TERM.
                 (A)      NUMBER.  The Board of Directors shall consist of no
fewer than three (3) or more than twelve (12) members.  The exact number of
directors, within the minimum and maximum, or the range