Bylaws of Premier


 Exhibit 10.10 
 BYLAWS 
 OF 
 PREMIER MEDICAL CONSULTANTS, INC. 






 CONTENTS 
  

					
	 SUBJECT
	 	 	  	PAGE
	 Paragraph 1:
	 	Meeting of Shareholders	  	1
			
	1.01	 	Annual Meeting	  	
	1.02	 	Special Meetings	  	
	1.03	 	Place	  	
	1.04	 	Notice	  	
	1.05	 	Notice of Adjourned Meetings	  	
	1.06	 	Closing of Transfer Books and Fixing Record Date	  	
	1.07	 	Shareholder Quorum and Voting	  	
	1.08	 	Voting of Shares	  	
	1.09	 	Action by Shareholders Without a Meeting	  	
			
	Paragraph 2:	 	Directors	  	3
			
	2.01	 	Function	  	
	2.02	 	Qualification	  	
	2.03	 	Compensation	  	
	2.04	 	Duties of Directors	  	
	2.05	 	Presumption of Assent	  	
	2.06	 	Number	  	
	2.07	 	Election and Term	  	
	2.08	 	Vacancies	  	
	2.09	 	Removal of directors	  	
	2.10	 	Quorum and Voting	  	
	2.11	 	Place of meetings	  	
	2.12	 	Time, Notice and Call of Meetings	  	
	2.13	 	Action Without a Meeting	  	
			
	Paragraph 3:	 	Officers	  	6
			
	3.01	 	Officers	  	
	3.02	 	Duties	  	
	3.03	 	Removal of Officers	  	
			
	Paragraph 4:	 	Stock Certificates	  	8
			
	4.01	 	Issuance	  	
	4.02	 	Form	  	
	4.03	 	Transfer of Stock	  	
	4.04	 	Lost, Stolen or Destroyed Certificates	  	








					
	 Paragraph 5:
	 	Books and Records	  	9
			
	5.01	 	Books and Records	  	
	5.02	 	Shareholder’s Inspection Rights	  	
	5.03	 	Financial Information	  	
	5.04	 	Fiscal Year End	  	
			
	Paragraph 6:	 	Dividends	  	10
			
	Paragraph 7:	 	Amendment	  	11







 BYLAWS 
 OF 
 PREMIER MEDICAL CONSULTANTS, INC. 
 PARAGRAPH 1: MEETING OF SHAREHOLDERS 
 1.01 Annual Meeting. The annual meeting of the
shareholders shall be held within three (3) months after the Corporation’s fiscal year end for the purpose of electing directors and for the transaction of such other business as may come before the meeting, the actual day thereof to be
set forth in the Notice of meeting or in the Call and Waiver of Notice of Meeting. If the election of directors shall not be at any such annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. 
 1.02 Special Meetings. Special meetings of
the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than 10% of all the shares entitled to vote at the meeting. A meeting requested by the shareholders
shall be called for a date not less than ten nor more than 60 days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued bye the Secretary, unless the President,
Board of Directors or shareholders requesting the meeting shall designate another person to do so. 
  

	1.03	Place. Meetings of shareholders may be held within or without the State of Florida. 

 1.04 Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten
nor more than 60 days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addresses to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. 
 1.05 Notice of Adjourned Meetings. When a meeting is adjourned to another time and place, give any notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the
adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this Paragraph 1 to each shareholder of record on the new record date entitled to vote at such
meeting. 
 1.06 Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment 






 thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any
other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 60 days. If the stock transfer books shall be closed for or the purpose of determining shareholders
entitled to notice or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. 
 1.07
Shareholder Quorum and Voting. A majority of the shares entitled to vote shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on eth subject matter shall be the act of the shareholders unless otherwise provided by the law. After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the
number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. 
 1.08 Voting of Shares. 
 (a) Each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. 
 (b) Treasury shares,
shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of stock of this corporation held by it in a fiduciary capacity shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. 
 (c) At each election for directors every shareholder entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose
election he has a right to vote or to cumulate his votes by giving one candidate as many votes as the number of directors to be elected at that time multiplied by the number of his shares, or by distributing such votes on the same principle among
any number of such candidates. 
 (d) On and after the date on which written notice of redemption of redeemable shares has been mailed to the
holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates thereof, such
shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares. 
 1.09 Action by Shareholders Without a Meeting.

 (a) Any action required by law, these Bylaws, or the Articles of Incorporation of this corporation to be taken at any annual or special
meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting 







 forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. 
 (b) Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and,
if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided by the Florida General Corporation Act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to
be paid the fair value of their shares upon compliance with further provisions of said Act regarding the rights of dissenting shareholders. 
 PARAGRAPH 2: DIRECTORS 
 2.01 Function. All corporate powers shall be exercised by or under the authority of, and the business and
affairs of a corporation shall be managed under the direction of the board of Directors. 
 2.02 Qualification. Directors need not be residents of the
State or shareholders of this corporation. 
 2.03 Compensation. The Board of Directors shall have authority to fix the compensation of directors.

 2.04 Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the Board upon
which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his
duties, a director shall be entitled to rely on information, opinions, reports or statement, including financial statements and other financial data, in each case prepared or presented by: 
 (a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

 (b) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s
professional or expert competence; or 
 (c) A committee of the Board upon which he does not serve, duly designated in accordance with a
provision of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. 
 A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his duties in
compliance with this section shall have no liability by reason of being or having been a director of the corporation. 






 2.05 Presumption of Assent. A director of the corporation who is present at a meeting of its Board of Directors at
which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect to thereto because of an asserted conflict of interest. 
 2.06 Number. This Corporation shall have 1 director. The number of directors may be increased or decreased from time to time by action of the shareholders but
shall never be less than none. No decreases shall have the effect of shortening the terms of any incumbent director. 
 2.07 Election and Term.

 (a) Each person named in the Articles of Incorporation as a member of the initial Board of directors shall hold office until the first
annual meeting of shareholders and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. 
 (b) At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. 
 2.08 Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be fulfilled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. 
 2.09 Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors. 
 2.10 Quorum and Voting. A majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business. The acts of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 
 2.11 Place of Meetings. Regular and special meetings by the Board of Directors may be held within or without the State of Florida. 
 2.12 Time, Notice and Call of Meeting. 
 (a) The Board
of Directors shall meet each year immediately after the annual meeting of the shareholders, at the place the meeting has been held, to elect officers and consider other business. Written notice of the time and place of special meetings of the Board
of Directors shall be given to each director by either personal delivery, telegram or cablegram at least two days before the meeting or by notice mailed to the director at least five days before the meeting. 






 (b) Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of
notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting or the manner in which it
has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. 
 (c) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the
notice or waiver of notice of such meeting. 
 (d) A majority of the directors present, whether or not a quorum exists, may adjourn any
meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to other directors. 
 (e) Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the Corporation, or by any two directors. 
 (f) Members of the Board of Directors may participate in a meeting of
such Board by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a
meeting. 
 2.13 Action Without A Meeting. Any action required to be taken at a meeting of the directors of the Corporation, or any action which may
be taken at a meeting of the directors or an committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee as the case may be,
is filled in the minutes of the proceedings of the Board r of the committee. Such consent shall have the same effect as a unanimous vote. 
 PARAGRAPH 3: OFFICERS 
 3.01 Officers. The officers of this Corporation shall consist of a president, vice president, a secretary,
and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more
officers may be held by the same person. The failure to elect a president, vice president, a secretary, and a treasurer shall not affect the existence of this Corporation. 






 3.02 Duties. The officers of this Corporation shall have the following duties: 
 (a) The President shall be the chief executive officer of the Corporation, shall have the general and active management of the business and affairs of the
Corporation, subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors. The President is authorized to maintain on file with the Secretary of State and up-to-date listing of the
Corporation’s registered office and registered agent and, further, specifically authorized to change said registered office and agent from time to time as may be required in the Corporation’s interest. All statements required for these
purposes may be signed by the President on behalf of the Corporation. 
 (b) The Vice-President, if any, shall perform the duties of the
President in his absence, and shall perform such other functions as may be assigned to him, from time to time, by the President or the Board of Directors. 
 (c) The Secretary shall have custody of, and maintain, all corporate records except the financial records; shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of
meetings out and perform such other duties as may be prescribed by the Board of Directors or the President. 
 (d) The Treasurer shall have
custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of the shareholders and whenever else required by the Board of Directors or
the President, and shall perform such other duties as may prescribed by the Board of Directors or the President. 
 3.03 Removal of Officers.

 (a) Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best
interests in the Corporation will be served thereby. 
 (b) Any officer or agent elected by the shareholders may be removed only by vote of
the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent. 
 (c) Any vacancy, however
occurring, in any office may be filled by the Board of Directors. 
 (d) Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not if itself create contract rights. 






 PARAGRAPH 4: STOCK CERTIFICATION 
 4.01 Issuance. Every holder of shares in this Corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share
is fully paid. 
 4.02 Form. 
 (a)
Certificates representing shares in this Corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary may be sealed with the seal of this Corporation or a facsimile thereof. The signatures of the
Preeminent or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or an employee of the Corporation. In case
any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at
the date of its issuance. 
 (b) Every certificate representing shares issued by this Corporation shall set forth or fairly summarize upon
the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class
or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series. 
 (c) Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the Corporation will furnish to any shareholder upon request
and without charge a full statement of such restrictions. 
 (d) Every certificate representing shares shall state upon the face thereof: the
name of the Corporation; that the Corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents;
and the oar value of each share represented by such certificate, or a statement that the shares are without par value. 
 4.03 Transfer of Stock. The
Corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney, and the signature of such person has been guaranteed by a commercial bank
or trust company or by a member of the New York or American Stock Exchange. 
 4.04 Lost, Stolen or Destroyed Certificates. The Corporation shall
issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate: 
 (a) Makes proof
in affidavit form that it has been lost, destroyed or wrongfully taken; 






 (b) Requests the issue of a new certificate before the Corporation has notice that the certificate has
been acquired by a purchaser for value in good faith and without notice of any adverse claim; 
 (c) Gives bond in such form as the
Corporation may direct, to indemnify the Corporation, the transfer agent and registrar against any claim that may be made on account of the alleged loss, destruction or theft of a certificate; and 
 (d) Satisfies any other reasonable requirements imposed by the other Corporation. 
 PARAGRAPH 5: BOOKS AND RECORDS 
 5.01 Books and Records. 
 (a) This Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Board of
Directors and committees of directors. 
 (b) This Corporation shall keep at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each. 
 (c) Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

 5.02 Shareholders’ Inspection Rights. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at
least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the Corporation, upon written
demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any purpose its relevant books and records of accounts, minutes and records of shareholders and to make
extracts therefrom. 
 5.03 Financial Information. 
 (a) Not later than four months after the close of each fiscal year, this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal
year, and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year. 
 (b) Upon the
written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such shareholder or holder of voting trust certificates a copy pg f the most recent such balance sheet and profit
and loss statement. 






 (c) The balance sheets and profit and loss statements shall be filed in the registered office of the
Corporation in this state, shall be kept for at least five years and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent. 
 5.04. Fiscal Year End. Initially the Corporation’s fiscal year end shall be December 31; such fiscal year end date may be changed by action of the
directors. 
 PARAGRAPH 6: DIVIDENDS 
 The Board of Directors of this Corporation may, from time to time, declare and the Corporation may pay, dividends on its shares in cash, property or its own shares, except when the Corporation is insolvent or when the
declaration or payment thereof would render the Corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the Articles of Incorporation, subject to the following provisions: 
 (a) Dividends in cash or property may be declared and paid, except as otherwise provided in this Paragraph 6, only out of the unreserved and unrestricted
earned surplus of the Corporation or out of capital surplus, howsoever arising, but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be
disclosed to the shareholders receiving the same concurrently with the distribution. 
 (b) Dividends may be declared and paid in the
Corporation’s own treasury shares. 
 (c) Dividends may be declared and paid in the Corporation’s own authorized but unissued
shares out of any unreserved and unrestricted surplus of the Corporation upon the following conditions: 
 (1) If a dividend is payable in
shares having par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be
issued as a dividend. 
 (2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall
be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in
respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof. 
 (d) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the Articles of Incorporation so provide
or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made. 






 (e) A split-up or division of the issued shares of any class into a greater number of shares of the same
class without increasing the stated capital of the Corporation shall not be construed to be a share dividend within the meaning of this Paragraph 6. 
 PARAGRAPH 7: AMENDMENT 
 These Bylaws may be repealed or amended and new Bylaws may be adopted by either the Board of
Directors or the shareholders, but the Board of Directors may not amend or repeal any Bylaw adopted by shareholders if the shareholders specifically provide such Bylaw nit subject to amendment or repeal by the Directors. 
 The above Bylaws were adopted by the Directors of the Corporation on January 23, 1997. 
  

	
	  

	JON TREZONA