EXHIBIT 3.89 AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP OF NORMAL LIFE OF INDIANAGeneral Partnership Agreement |
|
|
|
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. |
|
|
|
Search General Partnership Agreement by:
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






