Back to top

EXHIBIT 3.52 AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP OF NORMAL LIFE OF INDIANA

General Partnership Agreement

EXHIBIT 3.52 AMENDMENT TO AGREEMENT
OF GENERAL PARTNERSHIP OF
NORMAL LIFE OF INDIANA 

     
You are currently viewing:
This General Partnership Agreement involves

CAREERS IN PROGRESS INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EXHIBIT 3.52 AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP OF NORMAL LIFE OF INDIANA
Governing Law: Delaware     Date: 2/15/2006

Search General Partnership Agreement by:

Document Title:

Entire Document: (optional)

50 of the Top 250 law firms use our Products every day
Exhibit 3.52
 

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

This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more