SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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         3.5     VOTING.
         If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present is the act of the Board of Directors, unless the
Charter or these Bylaws require the vote of a greater number of directors.  A
director who is present at a meeting of the Board of Directors when corporate
action is taken is deemed to have assented to such action unless:

                 (I)      he or she objects at the beginning of the meeting (or
         promptly upon his or her arrival) to holding the meeting or
         transacting business at the meeting;

                 (II)     his or her dissent or abstention from the action
         taken is entered in the minutes of the meeting; or

                 (III)    he or she delivers written notice of his or her
         dissent or abstention to the presiding officer of the meeting before
         its adjournment or to the Corporation immediately after adjournment of
         the meeting.  The right of dissent or abstention is not available to a
         director who votes in favor of the action taken.

         3.6     ACTION WITHOUT MEETING.
         Unless the Charter otherwise provides, any action required or
permitted by the Act to be taken at a Board of Directors meeting may be taken
without a meeting.  If all directors consent to taking such action without a
meeting, the affirmative vote of the number of directors that would be
necessary to authorize or take such action at a meeting is the act of the Board
of Directors.  Such action must be evidenced by one or more written consents
describing the action taken, at least one of which is signed by each director,
indicating the director's vote or abstention on the action, which consents
shall be included in the minutes or filed with the corporate records reflecting
the action taken.  Action taken by consent is effective when the last director
signs the consent, unless the consent specifies a different effective date.







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