AMENDED AND RESTATED BYLAWS

                                       OF

                        RADIATION THERAPY SERVICES, INC.

                             A FLORIDA CORPORATION

 

 

         Set forth below are the Bylaws of Radiation Therapy Services, Inc., a

Florida corporation (the "CORPORATION"), as adopted by the Board of Directors

of the Corporation effective as of May 28, 2004.

 

 

                              ARTICLE I - OFFICES

 

         1.       Business Offices. The Corporation may have such offices,

either within or without the State of Florida, as the Board of Directors may

designate from time to time. The Corporation shall designate an office as its

"principal office" in accordance with Florida law.

 

         2.       Registered Office. The Corporation shall have and

continuously maintain a registered office in the State of Florida, which may be

changed from time to time by the Board of Directors or by an Officer of the

Corporation so authorized by the Board of Directors.

 

 

                           ARTICLE II - SHAREHOLDERS

 

         1.       Annual Meeting. The Corporation shall hold an Annual Meeting

of the Shareholders for the election of Directors and for the transaction of

any proper business. The Annual Meeting of Shareholders shall be held at such

time and on such date as the Corporation's Board of Directors shall determine

from time to time but not later than thirteen (13) months after the last Annual Meeting of Shareholders.

The failure to hold it at the designated time does not affect the validity of any corporate action

and shall not work as a forfeiture of or dissolution of the Corporation.

 

         2.       Special Meetings. Special meetings of the Shareholders may be

called only by the Chief Executive Officer or the Board of Directors or as

required by law.

 

         3.       Place of Meeting. The Board of Directors may designate any

place either within or without the State of Florida as the place of meeting for

any annual meeting or for any special meeting of the Shareholders. If no

designation is made, then the place of the meeting shall be the principal

office of the Corporation.

 

         4.       Notice of Meeting. Written notice stating the place, date,

and time 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

(10) nor more than sixty (60) days before the date of the meeting, either

personally or by first class mail, by or at the direction of the President or

the Secretary of the Corporation or the persons calling the meeting to each

Shareholder of record entitled to vote at such meeting. If mailed, such notice

shall be deemed delivered upon deposit in the United States mail, with postage

prepaid, addressed to the Shareholder at the address specified in the

Corporation's stock transfer records.

 

         5.       Notice of Adjourned Meeting. Notice of an adjourned meeting

is necessary only if the new place, date and time are not announced at the

meeting from which the adjournment is taken or a new record date is fixed for

the reconvening of the meeting. At the adjourned meeting, any business may be

transacted that might have been transacted on the original date of the meeting.

 

         6.       Waiver of Notice. A Shareholder may waive any notice required

by statute, the Articles of Incorporation, or Bylaws before or after the date

and time stated in the notice. The waiver must be in writing, be signed by the

Shareholder entitled to the notice, and be delivered to the Corporation for

inclusion in the minutes or filing with the corporate records. Neither the

business to be transacted at nor the purpose of any regular or special meeting

of the Shareholders need be specified in any written waiver of notice. A

Shareholder's attendance at a meeting waives objection to (a) lack of notice or

defective notice of the meeting, unless the Shareholder at the beginning of the

meeting objects to holding the meeting or transacting business at the meeting

or (b) consideration of a particular matter at the meeting that is not within

the purpose or purposes described in the meeting notice, unless the Shareholder

objects to considering the matter when it is presented.

 

         7.       Record Date Determinations. The Board of Directors may fix

the record date for one or more voting groups in order to determine the

Shareholders entitled (a) to notice of or to vote at any meeting of

Shareholders or any adjournment thereof, (b) to demand a special meeting, (c)

to receive any distribution or (d) to take any other action. Such a record date

must be a date after the date upon which the Board of Directors made the record

date determination. The record date cannot be more than seventy (70) days

before the meeting or action requiring a determination of Shareholders. A

determination of Shareholders entitled to notice of or to vote at a

Shareholders' meeting is effective for any adjournment of the meeting unless

the Board of Directors fixes a new record date, which it must do if the meeting

is adjourned to a date more than one hundred twenty (120) days after the date

fixed for the original meeting.

 

         8.       Quorum. Unless otherwise required in the Articles of

Incorporation, a majority of the outstanding shares entitled to vote,

represented in person or by proxy, shall constitute a quorum at a meeting of

Shareholders. When a specified item of business is required to be voted on by a

class, series of stock, or voting group, a majority of the shares of such

class, series or voting group shall constitute a quorum for the transaction of

such item of business by that class, series or voting group. This quorum

requirement can be changed only by an amendment to the Corporation's Articles

of Incorporation. After a quorum has been established, the subsequent

withdrawal of Shareholders, so as to reduce the shares represented at the

meeting below the number required for the original quorum, does not affect the

validity of any action taken at the meeting.

 

         9.       Voting. Each outstanding share entitled to vote shall be

entitled to one vote upon each matter submitted to a vote at a meeting of

Shareholders. If a quorum exists at a meeting of Shareholders, (a) action on a

matter, other than the election of Directors, is approved if the votes cast by

the holders of the shares represented at the meeting and entitled to vote on

the subject matter favoring the action exceed the votes cast opposing the

action, unless a greater number of affirmative votes or voting by classes is

required by law; and (b) action on a matter, other than the election of

Directors, by a voting group is approved if the votes cast within the voting

group favoring the action exceed the votes cast opposing the action, unless a

greater number of affirmative votes is required by law.

 

         10.      Proxies. A Shareholder, other person entitled to vote on

behalf of a Shareholder pursuant to law, or a Shareholder's attorney-in-fact

may vote the Shareholder's shares in person or by

proxy. A Shareholder may appoint a proxy to vote or otherwise act for him by

signing an appointment form, either personally or by his attorney-in-fact. An

executed telegram or cablegram appearing to have been transmitted by such

person, or a photographic, photostatic or equivalent reproduction of an

appointment form, is a sufficient appointment form. An appointment of a proxy

is effective when received by the corporate officer or agent authorized to

tabulate votes. An appointment is valid for up to eleven (11) months unless a

longer period is expressly provided in the appointment form. An appointment of

a proxy is revocable by the Shareholder, except as otherwise provided by law.

 

         11.      Action by Shareholders Without a Meeting. Any action required

or permitted to be taken at any meeting of Shareholders may be taken without a

meeting, without prior notice, and without a vote, if the action is taken by

the holders of shares of each voting group entitled to vote thereon having not

less than the minimum number of votes with respect to each voting group that

would be necessary to authorize or take such action at a duly constituted

meeting. In order to be effective, the action must be evidenced by one or more

written consents describing the action taken, dated and signed by approving

Shareholders having the requisite number of votes of each voting group entitled

to vote thereon, and delivered to the Corporation's principal office in

Florida, its principal place of business or its officer or agent having custody

of the book in which proceedings of meetings of Shareholders are recorded. No

written consent shall be effective to take the corporate action referred to

therein unless, within sixty (60) days of the date of the earliest dated

consent delivered in the manner required by this section, written consent

signed by the number of holders required to take action is delivered to the

Corporation in the manner required by this section. Such a written consent has

the effect of a meeting vote.

 

                  Any written consent, once given, may be revoked prior to the

date that the Corporation receives the required number of consents to authorize

the proposed action. No revocation is effective unless in writing and until

received by the Corporation at its principal office in Florida or its principal

place of business, or received by the corporate officer or agent having custody

of the book in which proceedings of meetings of Shareholders are recorded.

 

                  Notice of such action must be given to those Shareholders who

have not consented in writing or who are not entitled to vote on the action

within ten (10) days after obtaining such authorization by written consent. The

notice shall fairly summarize the material features of the authorized action

and, if the action be such for which dissenter's rights are provided by law,

the notice shall contain a clear statement of the right of the Shareholders

dissenting therefrom to be paid the fair value of their shares upon compliance

with the provisions of Florida law regarding the rights of dissenting

shareholders.

 

         12.      Shareholders' List for Meeting. After fixing a record date

for a meeting, the Corporation shall prepare an alphabetical list of the names

of all its Shareholders who are entitled to notice of a Shareholders' meeting,

arranged by voting group with the address of, and the number and class and

series, if any, of shares held by each. The Shareholders' list must be

available for inspection by any Shareholder for a period of ten (10) days prior

to the meeting or such shorter time as exists between the record date and the

meeting and continuing through the meeting at the Corporation's principal

office, at a place identified in the meeting notice in the city where the

meeting will be held, or at the office of the Corporation's transfer agent or

registrar. A Shareholder or his agent or attorney is entitled on written demand

to inspect the list, during regular business hours and at his expense, during

the period it is available for inspection; provided that such demand is made in

good faith and for a proper purpose, the purpose is described with reasonable

particularity and the list is directly connected with the purpose.

 

                 The Corporation shall make the Shareholders' list available

at the meeting, and any Shareholder or his agent or attorney is entitled to

inspect the list at any time during the meeting or any adjournment. The

Shareholders' list is prima facie evidence of the identity of Shareholders

entitled to examine the Shareholders' list or to vote at a meeting of

Shareholders.

 

 

                            ARTICLE III - DIRECTORS

 

         1.       Powers. 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, its Board of Directors, subject to any limitation set forth

by law or in the Corporation's Articles of Incorporation.

 

         2.       Number, Tenure, Election and Qualifications. The number of

directors shall be determined from time to time by resolution adopted by the

affirmative vote of a majority of the directors then in office but such number

shall in no event be less than two nor more than fifteen. The Board of

Directors shall be divided into three classes, designated Class I, Class II and

Class III. Each class shall consist, as nearly as may be possible, of one-third

of the total number of directors constituting the entire Board of Directors. At

the first annual meeting of stockholders, the Class I director or directors

shall be elected for a one-year term, the Class II director or directors shall

be elected for a two-year term and the Class III director or directors shall be

elected for a three-year term. At each succeeding annual meeting of

stockholders successors to the class of directors whose term expires at that

annual meeting shall be elected for a three-year term. If the number of

directors is changed, any increase or decrease shall be apportioned among the

classes so as to maintain the number of directors in each class as nearly equal

as possible, but in no case shall a decrease in the number of directors shorten

the term of any incumbent director. A director shall hold office until the

annual meeting for the year in which his term expires and until his successor

shall be elected and shall qualify, subject, however, to prior death,

resignation, retirement, disqualification or removal from office.

 

         3.       General Standards for Directors. A Director shall discharge

his duties as a Director, including his duties as a member of any committee of

the Board of Directors upon which he may serve, (a) in good faith, (b) with

such care as an ordinarily prudent person in a like position would use under

similar circumstances, and (c) in a manner he reasonably believes to be in the

best interests of the Corporation. In discharging his duties, a Director shall

be entitled to rely on information, opinions, reports or statements, including

financial statements and other financial data, in each case prepared or

presented by: (i) one or more officers or employees of the Corporation whom the

Director reasonably believes to be reliable and competent in the matters

presented; (ii) legal counsel, public accountants, or other persons as to

matters that the Director reasonably believes are within the person's

professional or expert competence; or (iii) a committee of the Board of

Directors of which he is not a member if the Director reasonably believes the

committee merits confidence.

 

                  In discharging his duties, a Director may consider such

factors as the Director deems relevant, including but not limited to the

long-term prospects and interests of the Corporation and its Shareholders, and

the social, economic, legal, or other effects of any action on the employees,

suppliers, customers of the Corporation or its subsidiaries, the communities

and society in which the Corporation or its subsidiaries operate, and the

economy of the state and the nation.

 

                  A Director is not acting in good faith if he has knowledge

concerning the matter in question that makes reliance otherwise permitted by

this section unwarranted.

                  A Director is not liable for any action taken as a Director,

or any failure to take any action, if he performed the duties of his office in

compliance with this section.

 

         4.       Election of Directors. Notwithstanding the terms of the

Articles of Incorporation, whenever the holders of any one or more classes or

series of Preferred Stock issued by the Corporation shall have the right,

voting separately by class or series, to elect directors at an annual or

special meeting of Shareholders, the election, term of office, filling of

vacancies and other features of such directorships shall be governed by the

terms of the Articles of Incorporation applicable thereto, and such directors

so elected shall not be divided into classes pursuant to Section 7 of the

Articles of Incorporation unless expressly provided by such terms. At the

annual meeting of Shareholders, Directors shall be elected by a plurality of

the votes cast by the shares represented at the meeting and entitled to vote

for the election of Directors. If the election of Directors is not held on a

day designated in these Bylaws for any annual meeting of Shareholders, or at

any adjournment thereof, the Board of Directors may cause the election to be

held at a special meeting of Shareholders specifically called for that purpose.

 

         5.       Regular Meetings. The annual meeting of the Board of

Directors shall be held without notice immediately after, and at the same place

as, the annual election of Directors. The Board of Directors may, from time to

time, by resolution appoint the time and place, either within or without the

State of Florida, for holding other regular meetings of the Board, if by it

deemed advisable; and such regular meetings shall thereupon be held at the time

and place so appointed, without the giving of any notice with regard thereto.

In case the day appointed for a regular meeting shall fall upon a Saturday,

Sunday or legal holiday in the State of Florida, such meeting shall be held on

the next succeeding day not a Saturday, Sunday or legal holiday in the State of

Florida, at the regularly appointed hour.

 

         6.       Special Meeting. Special meetings of the Board of Directors

shall be held whenever called by the Chairman of the Board, any two Directors

or the Chief Executive Officer or President of the Corporation. Special

meetings may be held within or without the State of Florida. Notice of a

special meeting must be given at least two (2) days prior to the date of the

meeting by written notice delivered personally, by mail, telegram, telecopy or

nationally recognized overnight courier service (such as Federal Express,

Airborne, UPS, Emory or Purolator) to each Director at his address. Such notice

shall be effective upon the earliest of (a) receipt, (b) five days after its

deposit in the United States mail, as evidenced by the postmark, if mailed

postpaid and correctly addressed, or (c) the date shown on the return receipt

or other evidence of delivery, if sent by registered or certified mail, return

receipt requested, or overnight courier service, and the delivery receipt is

signed by or on behalf of the addressee. Such written notice shall include the

date, time and place of the meeting. The notice of a special meeting need not

describe the purpose of the special meeting.

 

         7.       Notice of Adjourned Meeting. Notice of any adjourned meeting

shall be given to the Directors who were not present at the time of the

adjournment and, unless the date, time and place of the adjourned meeting are

announced at the time of the adjournment, to the other Directors also.

 

         8.       Waiver of Notice. A Director can waive the requirement of

notice of a meeting of the Board of Directors by signing a waiver of notice

either before or after the meeting. The attendance of a Director at a meeting

constitutes a waiver of notice of such meeting and a waiver of any and all

objections to the time or place 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 or promptly upon arrival at the meeting, any objection to the

transaction of business because the meeting is not lawfully called or convened.

 

         9.       Quorum and Voting. A majority of the number of Directors in

office shall constitute a quorum for any meeting of the Board of Directors. The

Board of Directors may permit any or all Directors to participate in a regular

or special meeting by, or conduct the meeting through any use of, any means of

communication by which all Directors participating may simultaneously hear each

other during the meeting. A Director participating in a meeting by this means

is deemed to be present in person at the meeting.

 

                  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 applicable law, the Articles of Incorporation of the Corporation or

these Bylaws require the vote of a greater number of Directors. A majority of

the Directors present at a meeting, whether or not a quorum exists, may adjourn

the meeting to another time and place.

 

         10.      Presumption of Assent. A Director who is present at a meeting

of the Board of Directors or a committee thereof when corporate action is taken

is deemed to have assented to the action taken unless (a) he objects at the

beginning of the meeting or promptly upon arrival thereat to the holding of the

meeting or the transacting of specified business at the meeting or (b) he votes

against or abstains from the action taken.

 

         11.      Action Without a Meeting. Any action required or permitted to

be taken by the Board of Directors at a meeting may be taken without a meeting

if the action is taken by all the Directors. The action must be evidenced by

one or more written consents describing the action taken and signed by each

Director. The action is effective when the last Director signs a consent,

unless the consent specifies a different effective date. Such a consent has the

effect of a meeting vote.

 

         12.      Director Conflicts of Interest. No contract or other

transaction between the Corporation and one or more of its Directors or any

other corporation, firm, association, or entity in which one or more of its

Directors are directors or officers or are financially interested shall be

either void or voidable because of such relationship or interest, because such

Director or Directors are present at the meeting of the Board of Directors or a

committee thereof which authorizes, approves or ratifies such contract or

transaction, or because his or their votes are counted for such purpose, if:

(a) the fact of such relationship or interest is disclosed or known to the

Board of Directors or committee which authorizes, approves, or ratifies the

contract or transaction by a vote or consent sufficient for the purpose without

counting the votes or consents of such interested Directors; (b) the fact of

such relationship or interest is disclosed or known to the Shareholders

entitled to vote and they authorize, approve, or ratify such contract or

transaction by vote or written consent; or (c) the contract or transaction is

fair and reasonable as to the Corporation at the time it is authorized by the

Board of Directors, a committee, or the Shareholders.

 

                  Common or interested Directors may be counted in determining

the presence of a quorum at a meeting of the Board of Directors or a committee

thereof which authorizes, approves, or ratifies such contract or transaction.

 

                  For the purposes of Shareholder action pursuant to this

section, a conflict of interest transaction is authorized, approved, or

ratified if it receives the vote of a majority of the shares entitled to be

counted under this section. Shares owned by or voted under the control of a

Director who has a relationship or interest in the transaction may not be

counted in a vote of Shareholders to determine whether to authorize, approve,

or ratify the transaction. A majority of the shares, whether or not

present, that are entitled to be counted in the vote on the transaction

constitutes a quorum for the purpose of taking action thereon.

 

         13.      Compensation of Directors. The Board of Directors may fix the

compensation of Directors. Each Director may be paid a stated salary as such or

a fixed sum for the attendance at meetings of the Board of Directors or any

committee thereof, or both, and may be reimbursed for his expenses of

attendance at each such meeting. The Board of Directors may also pay to each

Director rendering services to the Corporation not ordinarily rendered by

Directors, as such, special compensation appropriate to the value of such

services, as determined by the Board of Directors from time to time. None of

these payments shall preclude any Director from serving the Corporation in any

other capacity and receiving compensation therefor. The Board of Directors may

determine the compensation of a Director who is also an Officer for service as

an Officer as well as for service as a Director.

 

         14.      Resignations. A Director may resign at any time by delivering

written notice to the Board of Directors or its Chairman or to the Corporation.

A resignation is effective when the notice is delivered unless the notice

specifies a later effective date. If a resignation is made effective at a later

date, the Board of Directors may fill the pending vacancy before the effective

date if the Board of Directors provides that the successor does not take office

until the effective date.

 

         15.      Removal of Directors. Subject to the rights of holders of any

series of Preferred Stock then outstanding, any director or the entire Board of

Directors may be removed from office at any time, but only for cause by an

affirmative vote of the holders of a majority of the then outstanding shares of

voting stock.

 

         16.      Vacancies. Subject to the rights of holders of any series of

Preferred Stock then outstanding, any vacancy on the Board of Directors that

results from an increase in the number of directors may be filled by a majority

of the Board of Directors then in office, provided that a quorum is present,

and any other vacancy occurring in the Board of Directors may be filled by a

majority of the directors then in office, even if less than a quorum is

present, or by a sole remaining director. Any director of any class elected to

fill a vacancy resulting from an increase in such class shall hold office for a

term that shall coincide with the remaining term of that class. Any director

elected to fill a vacancy not resulting from an increase in the number of

directors shall have the same remaining term as that of his predecessor. A

vacancy that will occur at a specific later date may be filled before the

vacancy occurs but the new Director may not take office until the vacancy

occurs.

 

 

                            ARTICLE IV - COMMITTEES

 

         1.       Creation. The Board of Directors may, by resolution adopted

by a majority of the full Board of Directors, designate from among its members

an Executive Committee and one or more other committees each of which, to the

extent provided in such resolution, shall have and may exercise all the

authority of the Board of Directors, except that no such committee shall have

the authority to: (a) approve or recommend to Shareholders actions or proposals

required by law to be approved by the Shareholders; (b) fill vacancies on the

Board of Directors or any committee thereof; (c) adopt, amend or repeal the

Bylaws; (d) authorize or approve the reacquisition of shares unless pursuant to

a general formula or method specified by the Board of Directors; (e) authorize

or approve the issuance or sale or contract for the sale of shares, or

determine the designation and relative rights, preferences, and limitations of

a voting group except that the Board of Directors may authorize a committee to

do so within the limits specifically prescribed by the Board of Directors.

 

                  Each committee must have two or more members who serve at the

pleasure of the Board of Directors. The Board of Directors, by resolution

adopted by a majority of the full Board of Directors, may designate one or more

Directors as alternate members of any such committee who may act in the place

and stead of any absent member or members at any meeting of such committee.

 

         2.       Operation. The sections of these Bylaws that govern meetings,

notice and waiver of notice, quorum and voting, and action without a meeting

requirements of the Board of Directors apply to committees and their members as

well.

 

 

                              ARTICLE V - OFFICERS

 

         1.       Officers. The Officers of the Corporation shall include a

Chairman, a President, Vice Presidents, a Treasurer and a Secretary. Other

Officers may be elected by the Board of Directors from time to time. A duly

elected Officer may appoint one or more Officers or assistant officers, if

authorized to do so by the Board of Directors. The same individual may

simultaneously hold more than one office in the Corporation.

 

         2.       Election and Term of Office. As far as practicable, the

Officers of the Corporation shall be elected at the regular meeting of the

Board of Directors following the annual election of Directors. If the election

of Officers is not held at such meeting, the election shall be held as soon

thereafter as conveniently may be. Each Officer shall hold office until the

regular meeting of the Board of Directors following the annual election of

Directors in the next subsequent year and until his successor shall have been

duly elected and shall have qualified, or until his earlier resignation,

removal from office or death.

 

         3.       Resignation and Removal. An Officer may resign at any time by

delivering notice to the Corporation. A resignation is effective when the

notice is delivered unless the notice specifies a later effective date. If a

resignation is made effective at a later date and the Corporation accepts the

future effective date, the Board of Directors may fill the pending vacancy

before the effective date if the Board of Directors provides that the successor

does not take office until the effective date.

 

                  The Board of Directors may remove any Officer at any time

with or without cause. Any Officer or assistant officer, if appointed by

another Officer, may likewise be removed by such Officer.

 

                  The appointment of an Officer does not itself create contract

rights. An Officer's removal does not affect the Officer's contract rights, if

any, with the Corporation. An Officer's resignation does not affect the

Corporation's contract rights, if any, with the Officer.

 

         4.       Vacancies. A vacancy in any office because of resignation,

removal, death or otherwise, may be filled by the Board of Directors for the

unexpired portion of the term.

 

         5.       Chairman. The Chairman, if present, shall preside at all

meetings of the Shareholders and of the Board of Directors. Under the direction

of the Board of Directors, the Chairman shall have general responsibility for

the management and direction of the business, properties and affairs of the

Corporation. He shall have general executive powers and also shall perform such

other duties and may

exercise such other powers as from time to time may be assigned to him by these

Bylaws or by the Board of Directors.

 

         6.       President. The President shall be the chief executive officer

of the Corporation. The President, in the absence or disability of the

Chairman, or if there be none, shall preside at all meetings of the

Shareholders and the Board of Directors. Under the direction of the Board of

Directors and the Chairman, the President shall have general responsibility for

the day to day operation of the business, properties and affairs of the

Corporation. He shall have such additional specific powers as from time to time

may be assigned to him by these Bylaws or the Board of Directors.

 

         7.       Vice President. In the absence of the President or in the

event of his death, inability or refusal to act, the Vice President, if one has

been appointed or elected (or in the event there be more than one Vice

President, the Vice Presidents in the order designated at the time of their

appointment or election, or in the absence of any designation, then in the

order of their appointment or election), shall perform the duties of the

President and, when so acting, shall have all the powers of, and be subject to

all the restrictions upon, the President.

 

                  Each Vice President shall have general executive powers as

well as the specific powers conferred by these Bylaws. He shall also have such

further powers and duties as may from time to time be conferred upon, or

assigned to, him by the Board of Directors, the Chief Executive Officer or the

President.

 

         8.       Secretary. The Secretary shall (a) prepare minutes of

meetings of the Board of Directors and Shareholders; (b) authenticate records

of the Corporation; (c) keep the minutes of the proceedings of the Board of

Directors and the Shareholders in one or more books provided for that purpose;

(d) see that all notices are duly given in accordance with the provisions of

these Bylaws or as required by law; (e) be custodian of the corporate records

and of the seal of the Corporation and see that the seal of the Corporation is

affixed to all documents the execution of which on behalf of the Corporation

under its seal is duly authorized; (f) be the registrar of the Corporation and

keep a register of the post office addresses of all Shareholders that shall be

furnished to the Secretary by the Shareholders; (g) have general charge of the

stock transfer books of the Corporation; and (h) in general perform all duties

incident to the office of Secretary and such other duties as from time to time

may be assigned to him by the Board of Directors.

 

         9.       Treasurer. The Treasurer shall (a) have charge and custody

of, and be responsible for, all funds and securities of the Corporation; (b)

receive and give receipts for moneys due and payable to the Corporation from

any source whatsoever, and deposit all such moneys in the name of the

Corporation in such banks, trust companies or other depositaries as the Board

of Directors may select; and (c) in general perform all of the duties as from

time to time may be assigned to him by the Chief Executive Officer, the

President or by the Board of Directors. If required by the Board of Directors,

the Treasurer shall give a bond for the faithful discharge of his duties in

such sum and with such surety or sureties as the Board of Directors shall

determine.

 

         10.      Salaries. The salaries of the officers shall be fixed from

time to time by the Board of Directors and no officer shall be prevented from

receiving such salary by reason of the fact that he is also a Director of the

Corporation.

 

 

                     ARTICLE VI - SHARES AND THEIR TRANSFER

 

         1.       Certificates for Shares. Shares may but need not be

represented by certificates. Unless otherwise provided by law, the rights and

obligations of Shareholders are identical whether or not their shares are

represented by certificates. Certificates representing shares of the

Corporation shall be in such form as shall be determined by the Board of

Directors. Each certificate for shares shall be consecutively numbered or

otherwise identified. Each share certificate must state on its face (a) the

name of the Corporation and that the Corporation is organized under the laws of

Florida; (b) the name of the person to whom issued; and (c) the number and

class of shares and the designation of the series, if any, the certificate

represents. Each share certificate (i) must be signed either manually or in

facsimile by the Chairman of the Board of Directors, if any, the President or a

Vice President and the Secretary, Treasurer or an assistant Secretary or

Treasurer and (ii) may bear the corporate seal or its facsimile.

 

                  If the Corporation is authorized to issue different classes

of shares or different series within a class, the designations, relative

rights, preferences, and limitations applicable to each class and the

variations in rights, preferences, and limitations determined for each series

must be summarized on the front or back of each certificate. Alternatively,

each certificate may state conspicuously on its front or back that the

Corporation will furnish the Shareholder a full statement of this information

on request and without charge.

 

                  Any certificate representing shares that are restricted as to

the sale, disposition, or other transfer of such shares, shall also state that

such shares are restricted as to transfer and shall set forth or fairly

summarize on the front of back of the certificate, or shall state that the

Corporation will furnish to any Shareholder on request and without charge, a

full statement of such restrictions.

 

         2.       Transfer of Shares. If a certificated security in registered

form is presented to the Corporation with a request to register transfer or an

instruction is presented to the Corporation with a request to register

transfer, pledge, or release, the Corporation shall register the transfer,

pledge, or release as requested if: (a) the security is indorsed or the

instruction was originated by the appropriate person or persons; (b) reasonable

assurance is given that those indorsements or instructions are genuine and

effective; (c) the Corporation has no duty as to adverse claims or has

discharged the duty; (d) any applicable law relating to the collection of taxes

has been complied with; and (e) the transfer, pledge, or release is in fact

rightful or is to a bona fide purchaser.

 

         3.       Lost, Destroyed or Stolen Certificated Securities. If a

certificated security has been lost, apparently destroyed, or wrongfully taken,

and the owner fails to notify the Corporation of that fact within a reasonable

time after he has notice of it and the Corporation registers a transfer of the

security before receiving notification, the owner is precluded from asserting

against the Corporation any claim for registering the transfer or any claim to

a new security.

 

                  If the owner of a certificated security claims that the

security has been lost, destroyed, or wrongfully taken, the Corporation shall

issue a new certificated security or, at the option of the Corporation, an

equivalent uncertificated security in place of the original security if the

owner (a) so requests before the Corporation has notice that the security has

been acquired by a bona fide purchaser; (b) files with the Corporation a

sufficient indemnity bond; and (c) satisfies any other reasonable requirements

imposed by the Corporation.

 

 

                    ARTICLE VII - BOOKS, RECORDS AND REPORTS

 

         1.       Books and Records. The Corporation shall keep as permanent

records minutes of all meetings of its Shareholders and Board of Directors, a

record of all actions taken by the Shareholders or Board of Directors without a

meeting, and a record of all actions taken by a committee of the Board of

Directors in place of the Board of Directors on behalf of the Corporation. The

Corporation shall maintain accurate accounting records. The Corporation or its

agent shall maintain a record of its Shareholders in a form that permits

preparation of a list of the names and addresses of all Shareholders in

alphabetical order by class of shares showing the number and series of shares

held by each. The Corporation shall maintain its records in written form or in

another form capable of conversion into written form within a reasonable time.

 

                  The Corporation shall keep a copy of the following records:

(a) its Articles or Restated Articles of Incorporation and all amendments to

them currently in effect; (b) its Bylaws or Restated Bylaws and all amendments

to them currently in effect; (c) resolutions adopted by its Board of Directors

creating one or more classes or series of shares and fixing their relative

rights, preferences, and limitations, if shares issued pursuant to those

resolutions are outstanding; (d) the minutes of all Shareholders' meetings and

records of all action taken by Shareholders without a meeting for the past

three (3) years; (e) written communications to all Shareholders generally or

all Shareholders of a class or series within the past three (3) years,

including the financial statements furnished for the past three (3) years; (f)

a list of the names and business street addresses of its current Directors and

Officers; and (g) its most recent annual report delivered to the Florida

Department of State.

 

         2.       Shareholder's Inspection Rights. If a Shareholder gives the

Corporation written notice of his demand at least five (5) business days before

the date on which he wishes to inspect and copy, he is entitled to inspect and

copy, during regular business hours at the Corporation's principal office, any

of the following records: (a) the Corporation's Articles or Restated Articles

of Incorporation and all amendments to them currently in effect; (b) the

Corporation's Bylaws or Restated Bylaws and all amendments to them currently in

effect; (c) resolutions adopted by the Board of Directors creating one or more

classes or series of shares and fixing their relative rights, preferences, and

limitations, if shares issued pursuant to those resolutions are outstanding;

(d) the minutes of all Shareholders' meetings and records of all action taken

by Shareholders without a meeting for the past three (3) years; (e) written

communications to all Shareholders generally or all Shareholders of a class or

series within the past three (3) years, including the financial statements

furnished for the past three (3) years; (f) a list of the names and business

addresses of the Corporation's current Directors and Officers; and (g) the

Corporation's most recent annual report delivered to the Florida Department of

State.

 

                  If (a) a Shareholder makes a demand for inspection in good

faith and for a proper purpose, (b) he describes with reasonable particularity

his purpose and the records he desires to inspect, (c) the records are directly

connected with his purpose, and (d) he gives the Corporation written notice of

his demand at least five (5) business days before the date on which he wishes

to inspect and copy, he is entitled to inspect and copy, during regular

business hours at a reasonable location specified by the Corporation, any of

the following records of the Corporation: (i) excerpts from minutes of any

meeting of the Board of Directors, records of any action of a committee of the

Board of Directors while acting in place of the Board of Directors on behalf of

the Corporation, minutes of any meeting of the Shareholders, and records of

action taken by the Shareholders or Board of Directors without a meeting, to

the extent not otherwise subject to inspection pursuant to this section; (ii)

accounting records of the Corporation; (iii) the record of Shareholders; and

(iv) any other books and records.

 

                  If a Shareholder gives the Corporation written notice of his

demand at least fifteen (15)

business days before the date on which he wishes to inspect and copy, he is

entitled to inspect and copy, during regular business hours at a reasonable

location in Florida specified by the Corporation, (a) the Corporation's Bylaws

or Restated Bylaws and all amendments to them currently in effect and (b) a

list of the names and business street addresses of the Corporation's current

Directors and Officers.

 

         3.       Annual Reports. On or after January 1 and on or before May 1

of each year, the Corporation shall deliver to the Florida Department of State

for filing a sworn annual report, on such forms as the Department of State may

prescribe and containing such information as is prescribed by law. Similar

reports shall be filed as required by law in those jurisdictions other than the

State of Florida where the Corporation may be authorized to transact business.

 

         4.       Financial Statements. Unless modified by resolution of the

Shareholders within 120 days of the close of each fiscal year, the Corporation

shall furnish its Shareholders annual financial statements, which may be

consolidated or combined statements of the Corporation and one or more of its

subsidiaries, as appropriate, that include a balance sheet as of the end of the

fiscal year, an income statement for that year, and a statement of cash flows

for that year. If financial statements are prepared for the Corporation on the

basis of generally accepted accounting principles, the annual financial

statements must also be prepared on that basis.

 

                  If the annual financial statements are reported upon by a

public accountant, his report must accompany them. If not, the statements must

be accompanied by a statement of the President or the person responsible for

the Corporation's accounting records (a) stating his reasonable belief whether

the statements were prepared on the basis of generally accepted accounting

principles and, if not, describing the basis of preparation; and (b) describing

any respects in which the statements were not prepared on a basis of accounting

consistent with the statements prepared for the preceding year.

 

                  The Corporation shall mail the annual financial statements to

each Shareholder within 120 days after the close of each fiscal year or within

such additional time thereafter as is reasonably necessary to enable the

Corporation to prepare its financial statements if, for reasons beyond the

Corporation's control, it is unable to prepare its financial statements within

the prescribed period. Thereafter, on written request from a Shareholder who

was not mailed the statements, the Corporation shall mail him the latest annual

financial statements.

 

         5.       Other Reports to Shareholders. If the Corporation indemnifies

or advances expenses of defense to any Director, Officer, employee, or agent

otherwise than by court order or action by the Shareholders or by an insurance

carrier pursuant to insurance maintained by the Corporation, the Corporation

shall report the indemnification or advance in writing to the Shareholders with

or before the notice of the next Shareholders' meeting, or prior to such

meeting if the indemnification or advance occurs after the giving of such

notice but prior to the time such meeting is held, which report shall include a

statement specifying the persons paid, the amounts paid, and the nature and

status at the time of such payment of the litigation or threatened litigation.

 

                  If the Corporation issues or authorizes the issuance of

shares for promises to render services in the future, the Corporation shall

report in writing to the Shareholders the number of shares authorized or

issued, and the consideration received by the Corporation, with or before the

notice of the next Shareholders' meeting.

 

                          ARTICLE VIII - MISCELLANEOUS

 

         1.       Distributions to Shareholders. The Board of Directors may

authorize and the Corporation may make distributions to its Shareholders

subject to restriction by the Articles of Incorporation and the limitations

provided by law. Dividends may be paid in cash, in property, or in shares of

stock, subject to the provisions of the Articles of Incorporation and

applicable law.

 

         2.       Corporate Seal. The Board of Directors may provide for a

corporate seal, which may be altered at will and used itself or by a facsimile

thereof, by impressing or affixing it or in any other manner reproducing it.

 

         3.       Execution of Instruments. All bills, notes, checks, other

instruments for the payment of money, agreements, indentures, mortgages, deeds,

conveyances, transfers, certificates, declarations, receipts, discharges,

releases, satisfactions, settlements, petitions, schedules, accounts,

affidavits, bonds, undertakings, proxies, and other instruments or documents

may be signed, executed, acknowledged, verified, delivered, or accepted on

behalf of the Corporation by such Officers, employees, or agents of the

Corporation as the Board of Directors may from time to time direct.

 

         4.       Indemnification.

 

                  The Corporation shall indemnify any person who is or was a

Director, Officer, employee, or agent of the Corporation or was serving at the

request of the Corporation as a Director, Officer, employee, or agent of

another corporation, partnership, joint venture, trust, or other enterprise, to

the full extent permitted by law.

 

                  The Corporation may purchase and maintain insurance on behalf

of any person who is or was a Director, Officer, employee, or agent of the

Corporation or is or was serving at the request of the Corporation as a

Director, Officer, employee, or agent of another corporation, partnership,

joint venture, trust, or other enterprise against any liability asserted

against him and incurred by him in any such capacity or arising out of his

status as such, whether or not the Corporation would have the power to

indemnify him against such liability under the provisions of this section.

 

 

                            ARTICLE IX - AMENDMENTS

 

         The Corporation's Board of Directors may amend or repeal the

Corporation's Bylaws unless: (a) the Articles of Incorporation or law reserves

the power to amend the Bylaws generally or a particular Bylaw provision

exclusively to the Shareholders; or (b) the Shareholders, in amending or

repealing the Bylaws generally or a particular Bylaw provision, provide

expressly that the Board of Directors may not amend or repeal the Bylaws or

that Bylaw provision.

 

         The Corporation's Shareholders may amend or repeal the Corporation's

Bylaws even though the Bylaws may also be amended or repealed by its Board of

Directors.

 

 

 

 

 

 

AMENDMENT TO

AMENDED AND RESTATED BYLAWS

OF

RADIATION THERAPY SERVICES, INC.

Pursuant to a Unanimous Written Consent in Lieu of a Special Meeting of the Board of Directors of Radiation Therapy Services, Inc., a Florida corporation (the “Corporation”), the Board of Directors adopted the following amendment to the Amended and Restated Bylaws (the “Bylaws”) of the Corporation.

The following Article X has been added to the Bylaws of the Corporation:

ARTICLE X

CONTROL SHARE ACQUISITIONS

Pursuant to the provisions of 607.0902(5) of the Florida Business Corporation Act (the “Act”), the Corporation elects not to be governed by the requirements or other provisions regarding control-share acquisitions described in Section 607.0902 of the Act. Therefore, the terms and provisions of Section 607.0902 will not apply with respect to any control-share acquisition of any equity securities of the Corporation and the equity securities of the Corporation will have any and all other rights and privileges available under the Act.

All other provisions of the Bylaws shall remain unchanged.

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Bylaws of the Corporation this 17th day of October, 2007.

 

RADIATION THERAPY SERVICES, INC.

By:

 

/s/ Daniel Dosoretz

 

Daniel Dosoretz, M.D.,

 

President