EXHIBIT 3.52 AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP OF NORMAL LIFE OF INDIANAGeneral Partnership Agreement |
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Exhibit 3.52
RESTATED CERTIFICATE OF INCORPORATION
OF
EDUCARE COMMUNITY LIVING CORPORATION – AMERICA
EduCare
Community Living Corporation — America, a corporation organized and
existing under the laws or the State Of Delaware, hereby certifies as follows:
1. The
name of the Corporation is EduCare Community Living Corporation — America
and the name under which the Corporation was originally incorporated was
National Healthcare Services, Inc.
The
date of filing of its original certificate of Incorporation with the Secretary
of State was August 27, 1987.
2. This
Restated Certificate of Incorporation restates, integrates and further amends
the Certificate of Incorporation to read as herein set forth in full:
ARTICLE ONE
NAME
The,
name of the Corporation is EduCare Community Living Corporation.
ARTICLE TWO
REGISTERED OFFICE AND AGENT
The
registered office of the Corporation in the State of Delaware is to be located
at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. Its
registered agent at such address is The Corporation Trust Company.
ARTICLE THREE
PURPOSE
The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware (the “Act”).
ARTICLE FOUR
CAPITALIZATION AND VOTING
Section 1.
The aggregate number of Shares of Capital Stock which the Corporation shall
have authority to issue is ten million, three hundred thousand (10,300,000)
consisting of:
(1) One
class of Ten Million Shares of Common Stock, $0.001 par value per share; and
(ii) One
class of Three Hundred Thousand Shares of Preferred Stock, $0.001 par value per
share consisting of two series as follows:
(a) The
1988 Series Preferred Stock consisting of 200,000 shares shall have the
following rights and preferences: (i) each holder shall be entitled to ten
votes for each share held in his name on the books of the Corporation; (ii) each
share may be converted into Common Stock at the option of the holder on a
one-for-one basis at any time subsequent to January 31,1995.
(b) The
1991 Series Preferred Stock consisting of 100,000 shares shall have the
following rights and preferences; (i) each holder shall be entitled to ten
votes for each share held in his name on the books of the Corporation;
(ii) each share may be converted into Common Stock at the option of the
holder on a one-for-one basis at any time subsequent to January 31, 2001.
Section 2.
The conversion ratio for the 1988 Series Preferred Stock and the 1991
Series Preferred Stock shall be subject to adjustment from time to time as
follows: In case the Corporation shall at any time subdivide the outstanding
shares of Common Stock, or shall issue a stock dividend on its outstanding
Common Stock, the conversion ratio in effect immediately prior to such
subdivision or the issuance of such dividend shall be proportionately adjusted
to give effect to such transaction, and in case the Corporation shall at any
time combine the outstanding shares of Common Stock, the conversion ratio in
effect immediately prior to such combination shall be proportionately adjusted
to give effect to such transaction, effective at the close of business on the
date of such subdivision, dividend or combination, as the case may be.
Section 3.
No holder of shares of Capital Stock of the Corporation shall, as such holder,
have any right to purchase or subscribe for any Capital Stack of any class
which the Corporation may issue or sell, whether or not exchangeable for any
Capital Stock of the Corporation of any class or gasses, whether issued out of
unissued shares authorized by this Restated Certificate of Incorporation as
originally filed or by any amendment thereof, or out of shares of Capital Stock
of the Corporation acquired by it after the issue thereof; nor shall any holder
of shares of Capital Stock of the Corporation, as such holder, have any right
to purchase, acquire or subscribe for any securities which the Corporation may
issue or sell whether or not convertible into or exchangeable for shares of
Capital Stock of the Corporation of any class or classes, and whether or not
any such securities have attached or appurtenant thereto warrants, options or
other Instruments which entitle the holders thereof to purchase, acquire or
subscribe for shares of Capital Stock of any dam or classes.
Section 4.
In the exercise of voting privileges, each holder of shares of the Common Stock
of the Corporation shall be entitled to one (l) vote for each share held
in his name on the
books of the Corporation, and
each holder of the 1988 Series Preferred Stock and the 1991
Series Preferred Stock of the Corporation shall have ten (10) votes
for each share held in his name on the books of the Corporation with all such
shares voting as a single class unless otherwise required by law. In all
elections of the Corporation, cumulative voting is expressly prohibited. With
respect to any action to be taken by the stockholders of the Corporation as to
any matter, the affirmative vote of the holders of shares of Capital Stock
representing a majority of the votes entitled to vote thereon and represented
in person or by proxy at a meeting of the stockholders at which a quorum is present
shall be sufficient to authorize, affirm, ratify or consent to such action,
provided, however, not withstanding the foregoing, at any meeting duly called
and held for the election of directors at which a quorum is prow t, directors
shall be elected by a plurality of the votes cast by the holders of shares of
Capital Stock of the Corporation entitled to vote thereon and represented in
person or by proxy. Any action required by the Act to be taken at any annual or
special meeting of the stockholders may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in wrung, setting
forth the action so taken, shall be signed by the holder or holders of shares
of Capital Stock represents a majority of the votes entitled to vote thereon
and shall be delivered to the Corporation by delivery to its registered office
in Delaware, its principal place of business or an officer or ant of the
Corporation having custody of the Corporation’s minute book, Prompt
notice of the action so taken without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
Section 5.
The board of Directors shall have the power and. authority at any time and from
tines to time to issue, sell, or otherwise dispose of any authorized and
unissued shares of any class of stock of the Corporation to such persons or
parties, including the holders of any
class of stock, for such
consideration (not less than Par value, if any, thereof) and upon such terms
and conditions as the Board of Directors in its discretion may deem for the
best interests of the Corporation.
Section 6.
The Common Stock is subject and subordinate to any and all rights, privileges,
preferences, and priorities of the 1988 Series Preferred Stock and the
1991 Series Preferred Stock of the Corporation as set forth in this
Article Four. All shares of Common Stock shall be of equal rank and shall
be identical in all respects,
Section 7.
In the event of any voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of the Corporation, the remaining net assets of the
Corporation shall be divided and distributed among the holders of the Capital
Stock based on the ratio that the number of shares of Capital Stock owned by
each such holder beam k the aggregate number of issued and outstanding shares
of Capital Stock.
Section 8.
The holders of Common Stock and Preferred Stock shall be entitled to receive,
on a share-for-share basis, treating for dividend purposes all issued and
outstanding shares of Common Stock and Preferred Stock as a single class, such
dividends as may be declared from time to time by the Board of Directors.
Section 9.
The shares of Common Stock and Preferred Stock shall not be subject to
redemption by the Corporation.
ARTICLE FIVE
BYLAWS
In
furtherance and not in limitation of the powers conferred by the laws of the
State of Delaware, but subject to the provisions of this Restated Certificate
of Incorporation, the Board of Dirge is authorized to make, alter, amend or
repeal the Bylaws of the Corporation by the affirmative vote of a majority of
the Board of Directors tin in office. The Bylaws of the Corporation may be
amended, altered, or repealed by the stockholders of the Corporation only upon
the affirmative vote of the holders of shares of Capital Stock representing a
majority of the votes entitled to be cast thereon.
ARTICLE SIX
DIRECTORS
Section 1
. Election of directors need lot be by written ballot.
Section 2.
So long as at least awe of the directors of the Corporation continues to serve
as a director of the Corporation, any vacancy on the Corporation’s Board
of Directors shall be filled by a majority of the directors then in office,
although less than a quorum, or by the sole remaining doctor and shall not be
filled by a vote of the stockholders of the Corporation unless there are no
directors in office, in which case an election of directors shall be held in
the manner provided by the Act.
Section 3.
The number of directors constituting the rd of Directors shall be fixed as
specified in the Bylaws of the Corporation, but shall not be less than one nor
more than seven.
Section 4.
At each annual meeting of stockholders, directors shall be elected to serve
until the next annual meeting of stockholders and until their successors are
elected and qualified
or until their earlier death, resignation, removal, or retirement. Any director elected or appointed to fill a vacancy shall hold office for the remaining term to which such person is entitled. No dec






