Back to top

EXHIBIT 3.89 AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP OF NORMAL LIFE OF INDIANA

General Partnership Agreement

EXHIBIT 3.89 AMENDMENT TO AGREEMENT
OF GENERAL PARTNERSHIP OF
NORMAL LIFE OF INDIANA 

     
You are currently viewing:
This General Partnership Agreement involves

CAREERS IN PROGRESS INC | NORMAL LIFE OF INDIANA

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EXHIBIT 3.89 AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP OF NORMAL LIFE OF INDIANA
Governing Law: Indiana     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 3.89
 

Exhibit 3.89

AMENDMENT TO AGREEMENT
OF GENERAL PARTNERSHIP OF
NORMAL LIFE OF INDIANA

     This AMENDMENT to Agreement of General Partnership of Normal Life of Indiana dated as of February 28, 2001 between the Partners.

     WHEREAS, the Partners wish to amend the Agreement to permit the Partners to pledge or assign their partnership interests under circumstances as mutually agreed by the Partners.

     WHEREAS, the Partners have determined that such amendment is in the best interest of the Partnership.

     NOW, THEREFORE, the Partners hereby amend the Agreement as follows:

1. Section 6.01 of the Agreement is hereby amended and restated in its entirety as follows:

     Section 6.01 Assignments and transfers of Partnership Interests. A Partner may not assign or otherwise transfer such Partner’s interest in the Partnership (a “Partnership Interest”) except: (a) to another Partner, but only if such transfer has been approved by the holders of 100% of the Voting Partnership Percentages, not including that of the Partner whose Partnership Interest is the subject of the transfer, or (b) to a person admitted as a Partner of the Partnership pursuant to Section 2.05, or (c) as otherwise mutually agreed and approved by all of the Partners.

2. Capitalized, terms used herein shall have the same meaning as such capitalized terms in the Agreement, except where otherwise defined herein.

IN WITNESS WHEREOF, the parties have duly executed this amendment as of the 28th day of February, 2001.

 

 

 

Normal Life of Southern Indiana, Inc.,

 

Normal Life of Central Indiana, Inc.

Its General Partner

 

Its Other General Partner

 

 

 

 

 

 

 

 

 

 

By:

 

     /s/ L. Bryan Shaul

 

 

 

By:

 

      /s/ L. Bryan Shaul

 

 

 

 

 

 

 

 

 

 

 

L. Bryan Shaul

 

 

 

 

 

L. Bryan Shaul

 

 

Assistant Treasurer

 

 

 

 

 

Assistant Treasurer

 


 

AGREEMENT OF GENERAL
PARTNERSHIP OF
NORMAL LIFE OF INDIANA

     AGREEMENT OF GENERAL PARTNERSHIP OF NORMAL LIFE OF INDIANA dated as of July 1, 1996, among the undersigned (herein called the “Partners,” which term shall include any persons hereafter admitted to the Partnership and shall exclude any persons who cease to be Partners).

     WHEREAS, the Partners wish to form a general partnership (the “Partnership”) pursuant to the terms and provisions of this Agreement of General Partnership (the “Agreement”) and in accordance with the statutes and laws of the State of Indiana relating to partnerships;

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

GENERAL PROVISIONS

     SECTION 1.01 Partnership Name. The name of the Partnership is NORMAL LIFE OF INDIANA, and its business shall be conducted under the name of NORMAL LIFE OF INDIANA.

     SECTION 1.02 Principal Place of Business. The principal place of business of the Partnership shall be located at 9100 Marksfield Road, Louisville, KY 40222. The location of the principal office may be changed to such other place and the Partnership may have such other offices and places of business wherever located as the Partners may, from time to time, determine.

     SECTION 1.03 Effective Date; Duration. The Partnership shall begin on the date of this Agreement and shall continue thereafter until December 31, 2026, unless voluntarily dissolved sooner by the determination of Partners having in excess of 66 2/3% of the total Partnership Percentages, as hereinafter defined.

     SECTION 1.04 Purposes of the Partnership. The Partnership is organized for the following objects and purposes:

     (a) To engage in and carry on the business of owning, operating and managing community group homes and health care facilities and any other lawful business (whether similar or dissimilar to the foregoing) permitted by the laws of the State of Indiana applicable to partnerships.

     (b) To enter into, make and perform all such contracts and other undertakings, and engage in all such activities and transactions as the Partners may deem necessary or advisable for the carrying out of the foregoing objects and purposes, including, without limitation,

 


 

     (i) to borrow or raise money or guarantee the obligations of others, and, from time to time without limitation as to manner or time of repayment, to issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness and to secure the payment of such or other obligations of the Partnership by mortgage upon or hypothecation or pledge of all or part of the property of the Partnership, whether at the time owned or thereafter acquired;

     (ii) to acquire, own, hold, use, develop, sell, exchange, convey, let, lease, rent, hire, mortgage, encumber, lien or in any manner whatsoever dispose of, any such real estate or personal property in whole or in part; to acquire, own, hold, use and dispose of any easements, appurtenances, franchises, privileges, permits, licenses, or rights, in any real estate or personal property or other property interest.

     (iii) either by itself or by contract with others, including a corporation or partnership whose shareholders, partners, officers or employees are Partners, to maintain for the conduct of Partnership affairs one or more offices and in connection therewith to rent or acquire office space, engage personnel, whether part-time or fulltime, and to do, or cause to be done, such other acts as the Partners may deem necessary or desirable in connection with the maintenance and administration of such office or offices and the provision of administrative and clerical services to the Partnership;

     (iv) to register or qualify the Partnership under any applicable Federal or state laws, or obtain exemptions under such laws or rules, as the case may be, if such registration, qualification or exemption is deemed necessary by the Partners;

     (v) to engage independent attorneys, accountants, consultants and such other persons as the Partners may deem necessary or advisable.

     SECTION 1.05 Partnership Property. All property owned by the Partnership shall be held in the name of the Partnership (or in the name of a nominee for the Partnership) and not in the names of the individual Partners, and no Partner shall have any individual ownership rights in such property except for property rights as a Partner.

     SECTION 1.06 Reliance by Third Parties. Persons dealing with the Partnership are entitled to rely conclusively upon the power and authority of each Partner as herein set forth.

ARTICLE II

THE PARTNERS

     SECTION 2.01 Schedule of Partners. The names and addresses of all the Partners, the respective amounts that they shall be obligated to contribute to the capital of the Partnership (“Capital Contributions”) and their respective Partnership Percentages (‘Partnership Percentages”) shall be set forth in a schedule (the “Schedule”), which shall be filed with the

 


 

records of the Partnership and which may be amended from time to time by the Partners.

     SECTION 2.02 Liability of Partners. The Partners and all persons who shall have ceased to be Partners (“former Partners”) shall have unlimited liability for the discharge and satisfaction of all liabilities and obligations of the Partnership incurred at any time during which they are or were Partners.

     All costs, expenses, losses and damages which may be incurred in carrying on the objects of the Partnership shall be paid out of the revenues, net profits and capital of the Partnership, and in case such revenues, net profits and capital are insufficient to pay such charges, then the Partners shall contribute thereto in the proportions of their respective Partnership Percentages.

     If any Partner pays or bears any portion of a Partnership liability or obligation in excess of the amount thereof attributable to such Partner’s Partnership Percentage at the time such liability or obligation was incurred, that Partner shall be entitled to contribution from each of the other Partners and former Partners to the extent that any such Partner did not pay or bear such Partner’s proportionate share of such liability or obligation. This right of contribution is in addition to any other right which might be provided by law or under this Agreement.

     SECTION 2.03 Activities of the Partners. Each Partner agrees to use such Partner’s best efforts, and to cause such Partner’s officers, directors and employees to use their best efforts, in connection with the purpose and objects of the Partnership set forth in Section 1.04, and to cause such Partner’s officers, directors and employees to devote such time and activity as shall be necessary for the management of the affairs of the Partnership; it being understood, however, that nothing contained in this Section 2.03 shall preclude any officer, director or employee of any Partner from acting, consistent with the foregoing, as an officer, director or employee of any corporation, a trustee of any trust, an executor or administrator of any estate, partner of any partnership or administrative official of any other business entity, or from participating in profits derived from the investments of any such corporation, trust, estate, partnership or any other business entity or person, or, from rendering investment advice and counsel to others.

     SECTION 2.04 Authority of Partners. Each Partner shall have the power by itself on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.04 and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto.

     SECTION 2.05 Admission of New Partners. New Partners may be admitted with the consent of the holders of more than 66 2/3 % of the Partnership Percentages which are held by Partners (hereinafter called “Voting Partnership Percentages”).

ARTICLE III

PARTNERSHIP PERCENTAGES; ACCOUNTING

     SECTION 3.01 Capital Contributions. The original capital of the Partnership shall be the amount payable by the Partners, set forth in the Schedule, and the amounts of each Partner’s

 


 

Capital Contribution shall be set forth in the Schedule opposite each Partner’s name.

     If, at any time prior to the dissolution of the Partnership, additional capital shall be required to carry on the objects of the Partnership, and the Partners having more than 66 2/3% of the total Partnership Percentages shall determine to increase Partnership capital, the additional capital shall be contributed by the Partners in the proportions of their respective Partnership Percentages then in effect, and the Schedule shall be amended to reflect the increase in Capital Contributions of each Partner. Upon the admission of any new Partner to the Partnership pursuant to Section 2.05, the Schedule shall be amended to reflect the Capital Contributions of such Partner. The Capital Contributions of the Partners and the amounts set forth opposite their names on the Schedule as amended from time to time shall be deemed for all purposes of this Agreement to be the respective Capital Contributions of the Partners.

     No interest shall be paid on any capital contributed by the Partners and no Partner shall be entitled to demand the return of any amount representing such Partner’s interest in such Partner’s Capital Contribution at any time or to the return of any such amount, except to the extent of such Partner’s participation in Partnership distributions in reduction of Partnership capital, if any, as provided in this Agreement and except as provided by law.

     SECTION 3.02 Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the first day of each fiscal year, or the date of this Agreement for the first fiscal year of the Partnership, an opening capital account (the “Opening Capital Account”), which for the fiscal year during which a Partner was admitted shall be an amount equal to such Partner’s Capital Contribution which actually has been paid to the Partnership, and which, in respect of each Partner for each fiscal year thereafter, shall be an amount equal to the Closing Capital Account of such Partner for the immediately preceding fiscal year.

     SECTION 3.03 Partnership Percentages. The total Partnership Percentages of all Partners shall at all times equal 100% and shall be set forth on the Schedule. Upon the admission of a new Partner to the Partnership, the Schedule shall be amended to reflect the Partnership Percentage of such new Partner and the resulting adjustment in Partnership Percentages shall be recorded in accordance with Section 3.01. Upon the withdrawal of any Partner from the Partnership, the Schedule shall be amended to reflect the resulting adjustment in the Partnership Percentages of the remaining Partners.

     SECTION 3.04 Allocation of Profits or Losses. The net profits or net losses of the Partnership (including profits and losses from operations, gains and losses from sale or other disposition of Partnership property and assets and all other items of profit and loss whatsoever) for each fiscal year shall be allocated among the Partners in the proportions of their respective Partnership Percentages for such fiscal year.

     For Federal and State income tax purposes, the distributive share of each Partner in the Partnership’s taxable income or loss for any fiscal year, and of any other item of income, gain, loss, deduction or credit, shall be the same as his, her or its respective share in the net profits or net losses of the Partnership for such year.

 


 

     SECTION 3.05 Closing-Capital Accounts. At the end of each fiscal year and on the date of termination of the Partnership, the Closing Capital Account of each Partner and each former Partner shall be determined by adjusting such Partner’s most recent Opening Capital Account to give effect to any additional Capital Contribution made by such Partner during such fiscal year and all amounts distributed to such Partner pursuant to Article IV with respect to such fiscal year (or shorter period in the event of a termination or dissolution of the Partnership. prior to the end of any fiscal year), and to reflect the credit or debit, as the case may be, of such Partner’s proportionate share based on its Partnership Percentage of any Net Operating Profits, any Net Operating Losses, any Net Realized Capital Gains and any Net Realized Capital Losses for such fiscal year (or such other shorter period), appropriately adjusted in the event of a change in Partner Percentage during such fiscal year (or such shorter period).

     SECTION 3.06 Definitions. For the purposes of this Agreement, unless the context otherwise requires:

     (a) the term “Net Operating Profits” shall, with respect to any period, mean the excess of the expenses incurred during such period by the Partnership over the aggregate income earned during such period by the Partnership from all sources whatsoever;

     (b) the term “Net Operating Losses” shall, with respect to any period, mean the excess of any aggregate gains realized during such period by the Partnership from the sale, purchase, exchange or other disposition of Partnership property or assets over any aggregate losses realized during such period by the Partnership from the sale, purchase, exchange or other disposition of Partnership property or assets;

     (c) the term “Net Realized Capital Gains” shall, with respect to any period, mean the excess of any aggregate gains realized during such period by the Partnership from the sale, purchase, exchange or other disposition of Partnership property or assets over any aggregate losses realized during such period by the Partnership from the sale, purchase, exchange or other disposition of Partnership property or assets;

     (d) the term “Net Realized Capital Losses” shall, with respect to any period, mean the excess of any aggregate losses realized during such period by the Partnership from the sale, purchase or exchange or other disposition of Partnership property or assets over any aggregate gains realized during such period by the Partnership from the sale, purchase or other disposition of Partnership property or assets;

     SECTION 3.07 Accounting. The fiscal year of the Partnership shall be the calendar year. Books of accounts of the Partnership shall be kept at all times and shall be open to inspection by any Partner. For federal and state income tax purposes, Net Operating Profits, Net Operating Losses, Net Realized Capital Gains and Net Realized. Capital Losses shall be allocated among the Partners and former Partners in the manner set forth in Section 3.05.

     After the end of each fiscal year, the Partnership shall prepare a report setting forth the Partnership Percentage of each Partner and each former Partner for the preceding fiscal year and the transactions effected by the Partnership during such fiscal year in such sufficient detail as

 


 

shall enable such Partner or former Partner to prepare such Partner’s federal and state income tax returns, and shall mail such report to each Partner and each former Partner who may require such information in preparing federal or state income tax returns.

     SECTION 3.08 Bank Accounts. The Partners shall open and maintain one or more bank accounts

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