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                                                                     Exhibit 3.4

                                UNANIMOUS CONSENT
                                       OF
                             THE BOARD OF DIRECTORS
                                       OF
                        AMERICAN PHYSICIAN PARTNERS, INC.


         The undersigned, constituting all of the directors of American
Physician Partners, Inc., a Delaware corporation (the "Corporation"), do hereby
consent and agree, pursuant to the provisions of Section 141 of the Delaware
General Corporation Law ("DGCL"), to the adoption of the following resolutions:

      ADOPT ARTICLE X OF THE AMENDED AND RESTATED BYLAWS OF THE CORPORATION

         WHEREAS, the Board of Directors (the "Board") of the Corporation
proposed adopting Article X of the Amended and Restated Bylaws of the
Corporation at the 1999 Annual Meeting of the Board; and

         WHEREAS, the Board deems it advisable to adopt Article X in order to
require the Corporation to maintain a Physician Advisory Board which will
enhance the quality of services provided by the Corporation, its imaging
centers, and to the radiology practices to which it provides administrative
services; now, therefore, be it

                  "RESOLVED, that Article X of the Amended and Restated Bylaws
         be, and it hereby is, adopted to read in its entirety as follows:

                  `The Company shall establish and maintain a Physician Advisory
         Board. The purpose of the Physician Advisory Board shall be to advise
         the Company's Board and management with respect to issues and matters
         affecting physicians, the Company's services to physicians and
         affiliated practices and the enhancement of patient services and
         satisfaction. The size, scope of activities and the process for the
         selection of members of the Physician Advisory Board shall be
         determined from time-to-time by the Company's Board. The Physician
         Advisory Board shall not be qualified or authorized to engage in any
         activity which may be construed or deemed to constitute the practice of
         medicine by the Company. The Chairman of the Physician Advisory Board
         will provide a written or oral report to the Company's Board at the
         request of the Company's Chairman of the Board. This Article X shall
         not be altered, amended or repealed by the Company's Board of
         Directors.'"


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                                 FURTHER ACTIONS

                  FURTHER RESOLVED, that the appropriate officers of the
         Corporation be, and the same hereby are, authorized, empowered and
         directed to execute and deliver all documents, instruments and other
         agreements, to waive any and all conditions and to do all things
         necessary and helpful to carry out the purposes of the foregoing
         resolution; and all acts and deeds of such appropriate officers and
         agents of the Corporation which are consistent with the purpose and
         intent of the above resolution be, and the same hereby are, in all
         respects, ratified, approved, and adopted as the acts and deeds of the
         Corporation.

                                    * * * * *



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         IN WITNESS WHEREOF, the undersigned directors have executed this
Unanimous Consent in one or more counterparts as of the ___ day of May, 1999.




                                   ---------------------------------------------
                                   Mark L. Wagar


                                   ---------------------------------------------
                                   John W. Colloton


                                   ---------------------------------------------
                                   John Pappajohn


                                   ---------------------------------------------
                                   Derace L. Schaffer, M.D.


                                   ---------------------------------------------
                                   Less T. Chafen, M.D.


                                   ---------------------------------------------
                                   Michael L. Sherman, M.D.