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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 

     
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This General Partnership Agreement involves

CAREERS IN PROGRESS INC | NORMAL LIFE OF INDIANA

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Title: EXHIBIT 3.89 AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP OF NORMAL LIFE OF INDIANA
Governing Law: Indiana     Date: 2/15/2006

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

     
, Parties: careers in progress inc , normal life of indiana
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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 28 th 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 a


 
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