Form S-4

CONTINENTAL MEDICAL SYSTEMS INC.

/s/ Scot Sauder

/s/ Robert A. Ortenzio

Scot Sauder, Secretary

Robert A. Ortenzio, President

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy, these securities in any state where the offer or sale is not permitted.

$375 million aggregate principal amount of Floating Rate Senior Notes due 2014 in exchange for $375 million aggregate principal amount of Floating Rate Senior Notes due 2014, which have been registered under the Securities Act of 1933, as amended

$625 million aggregate principal amount of 10.75% Senior Notes due 2016 in exchange for $625 million aggregate principal amount of 10.75% Senior Notes due 2016, which have been registered under the Securities Act of 1933, as amended

In this prospectus we refer to the Floating Rate Senior Notes due 2014 (the “Floating Rate Notes”) and the 10.75% Senior Notes due 2016 (the “Fixed Rate Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) as the “Exchange Notes,” and we refer to the Floating Rate Notes and the Fixed Rate Notes that have not been registered under the Securities Act as the “Restricted Notes”.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Restricted Notes where such Exchange Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the closing of this Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

There is no established trading market for the Exchange Notes. We have not applied, and do not currently intend to apply, to list the Exchanged Notes on any securities exchange.

See “ Risk Factors” beginning on page 11 for certain risks incorporated herein by reference and discussed herein that you should consider prior to tendering your Restricted Notes for exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

In this prospectus, unless otherwise stated, “HealthSouth,” “the company,” “we,” “us” and “our” refer to HealthSouth Corporation and its subsidiaries.

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document. Copies of this information are available, without charge to any person to whom this prospectus is delivered, upon written or oral request to:

This prospectus contains historical information, as well as forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance, or our projected business results. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “targets,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include:

The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no duty to update these forward-looking statements, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

complete, you will no longer be entitled to exchange or registration rights with respect to the Restricted Notes.

In order to be exchanged, a Restricted Note must be properly tendered and accepted. All Restricted Notes that are validly tendered and not withdrawn will be exchanged.

Expiration Date; Tenders

The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2007, unless earlier terminated or extended by us.

By tendering your Restricted Notes, you represent to us:

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that any Exchange Notes received in exchange for your Restricted Notes in the Exchange Offer are being acquired by you or any other person receiving such Exchange Notes in the ordinary course of your or such other person’s business;

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that at the time of the commencement of the Exchange Offer, you do not, or any other person who will receive Exchange Notes in exchange for your Restricted Notes does not, have any arrangement or understanding with any person to participate in the “distribution” (as defined in the Securities Act) of the Exchange Notes in violation of the Securities Act;

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that you are not holding Restricted Notes that have, or are reasonably likely to have, the status of an unsold allotment;

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that you are not, or such other person receiving Exchange Notes in exchange for your Restricted Notes is not, an “affiliate” (as defined in Rule 405 under the Securities Act) of HealthSouth Corporation,, or if you are, or such other person is, an “affiliate” of HealthSouth Corporation., that you or such other person will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction;

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if you are not, or such other person receiving Exchange Notes in exchange for your Restricted Notes is not, a broker-dealer, that you are not, or such other person is not, engaged in, and you do not, or such other person does not, intend to engage in, the distribution of the Exchange Notes; and

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if you are a broker-dealer, that you will receive the Exchange Notes for your own account in exchange for Restricted Notes that were acquired by you as a result of your market- making or other trading activities and that you will deliver a prospectus in connection with any resale of the Exchange Notes you receive in the Exchange Offer. For further information regarding resales of the Exchange Notes by participating broker-dealers, see the discussion below under the caption “Plan of Distribution.”

Withdrawal; Non-Acceptance

You may withdraw any Restricted Notes tendered in the Exchange Offer at any time prior to 5:00 p.m., New York City time, on , 2007, unless the Exchange Offer is earlier terminated. If we extend the Exchange Offer, you may withdraw Restricted Notes

tendered at any time prior to the expiration date, as extended. If we decide for any reason not to accept any Restricted Notes for exchange, the Restricted Notes will be returned to you at our expense promptly after the expiration or termination of the Exchange Offer. See “The Exchange Offer—Terms of the Exchange Offer.”

Conditions to the Exchange Offer

The Exchange Offer is subject to customary conditions, which we may waive. See the discussion below under the caption See “The Exchange Offer—Conditions to the Exchange Offer”.

Resales

Based on interpretations by the staff of the SEC, as detailed in a series of no-action letters issued to third parties, we believe that the Exchange Notes you receive in the Exchange Offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act. However, you or any other person receiving Exchange Notes in exchange for your Restricted Notes will not be able to freely transfer the Exchange Notes if:

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you are, or such other person receiving Exchange Notes in exchange for your Restricted Notes is, an “affiliate” (as defined in Rule 405 under the Securities Act) of HealthSouth Corporation;

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you are not, or any other person receiving Exchange Notes in exchange for your Restricted Notes is not, acquiring the Exchange Notes in the Exchange Offer in the ordinary course of your or such other person’s business; or

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you are, or such other person receiving Exchange Notes in exchange for your Restricted Notes is, participating, intends to participate or has an arrangement or understanding with any person to participate, in the distribution of the Exchange Notes you or such other person will receive in the Exchange Offer.

If you fall within one of the exceptions listed above, or if you are a broker-dealer that receives Exchange Notes for your own account in the Exchange Offer in exchange for Restricted Notes that were acquired by you as a result of your market-making or other trading activities, you must comply with the registration and prospectus delivery requirements of the Securities Act or qualify for a registration exemption in connection with any resale transaction involving the Exchange Notes. For further information regarding resales of the Exchange Notes by participating broker-dealers, see the discussion under the caption “Plan of Distribution.”

By executing the letter of transmittal relating to this offer, or by agreeing to the terms of the letter of transmittal, you represent to us that you, or any other person receiving Exchange Notes in exchange for your Restricted Notes, satisfy each of these conditions. If you, or any other person receiving Exchange Notes in exchange for your Restricted Notes, does not satisfy any of these conditions and you, or any other person receiving Exchange Notes in exchange for your

Restricted Notes, transfers any exchange note without delivering a proper prospectus or without qualifying for a registration exemption, you or such other person may incur liability under the Securities Act. Moreover, our belief that transfers of Exchange Notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated issuers in similar exchange offers. We cannot assure you that the SEC would make a similar interpretation with respect to our Exchange Offer. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act.

If you are an affiliate of ours, are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes:

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you cannot rely on the applicable interpretations of the staff of the SEC;

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you will not be entitled to participate in the Exchange Offer; and

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you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

See the discussion below under the caption “The Exchange Offer—Consequences of Failure to Exchange Restricted Notes” and “The Exchange Offer—Consequences of Exchanging Restricted Notes” for more information.

Procedures for Tendering the Restricted Notes

A tendering holder must, on or prior to the expiration date:

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transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to the Exchange Agent at the address listed in this prospectus; or

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if Restricted Notes are tendered in accordance with the book-entry procedures described in this prospectus, the tendering holder must transmit (i) a letter of transmittal (along with all other documents required by the letter of transmittal), or (ii) an agent’s message; in each case, to the Exchange Agent at the address listed in this prospectus.

See “The Exchange Offer—Procedures for Tendering”.

Special Procedures for Beneficial Owners

If you are the beneficial owner of Restricted Notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the Exchange Offer, you should promptly contact the person in whose name your Restricted Notes are registered and instruct that person to tender on your behalf. If you wish to tender in the Exchange Offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Restricted Notes, either make appropriate

arrangements to register ownership of the Restricted Notes in your name or obtain a properly completed bond power from the person in whose name the Restricted Notes are registered. See “The Exchange Offer—Procedures for Tendering.”

Use of Proceeds

We will not receive any proceeds from the Exchange Offer.

Exchange Agent

The Bank of Nova Scotia Trust Company of New York has been appointed Exchange Agent for the Exchange Offer. You can find the address and telephone number of the Exchange Agent below under the caption “The Exchange Offer—Exchange Agent”.

Broker-Dealer

Each broker or dealer that receives Exchange Notes for its own account in exchange for Restricted Notes that were acquired by such broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution”.

Furthermore, any broker-dealer that acquired any of its Restricted Notes directly from us:

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may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

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must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Restricted Notes which were received by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that for a period of not more than 180 days after the consummation of the Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” for more information.

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the Exchange Offer. We will amortize the expense of the Exchange Offer over the term of the Exchange Notes in accordance with generally accepted accounting principles.

Consequences of Failure to Exchange the Restricted Notes

If you do not exchange your Restricted Notes in the Exchange Offer, your Restricted Notes will continue to be subject to the restrictions on transfer currently applicable to the Restricted Notes. In general, you may offer or sell your Restricted Notes only:

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if they are registered under the Securities Act and applicable state securities laws;

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if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

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if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

We do not currently intend to register the Restricted Notes under the Securities Act. If you do not participate in the Exchange Offer and other holders’ Restricted Notes are accepted for exchange, the trading market, if any, for the Restricted Notes would be adversely affected due to a reduction in market liquidity. After the Exchange Offer is completed, you will not be entitled to any exchange or registration rights with respect to your Restricted Notes, except under limited circumstances. Under certain circumstances, certain holders of Restricted Notes (including certain holders who are not permitted to participate in the Exchange Offer or who do not receive freely tradeable Exchange Notes in the Exchange Offer) may require us to file and cause to become effective a shelf registration statement which would cover resales of Restricted Notes by these holders. See “The Exchange Offer—Consequences of Failure to Exchange Restricted Notes” and “Description of the Exchange Notes—Registration Rights Agreement.”

Registration Rights Agreement

When we issued the Restricted Notes in June 2006, we entered into a registration rights agreement with the initial purchasers of the Restricted Notes, under which we have agreed to:

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on or prior to the day that is 30 days after the we are required under the Exchange Act to file our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (after giving effect to all applicable extensions under the Exchange Act), file a registration statement with the SEC with respect to the Exchange Offer;

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use our reasonable best efforts to cause such registration statement to be declared effective under the Securities Act no later than 180 days after the date of filing thereof;

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as soon as practicable after the effectiveness of such registration statement, offer the Exchange Notes in exchange for the Restricted Notes, and keep such offer open for not less than 30 days after notice thereof to the holders; and

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file a shelf registration statement for the resale of the Notes under certain circumstances.

If we do not comply with these obligations under the registration rights agreement, we will be required to pay additional interest to the holders of the Restricted Notes. See “The Exchange Offer—Additional Interest”.

Certain U.S. Federal Income Tax Considerations

The exchange of Restricted Notes for Exchange Notes generally will not be a taxable event to a holder of Restricted Notes for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations”.

Summary Description of the Exchange Notes

The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The registered Floating Rate Notes and the registered Fixed Rate Notes are referred to herein as the Exchange Notes, and the Exchange Notes together with the Restricted Notes are referred to together as the Notes. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the Exchange Notes.

Issuer

HealthSouth Corporation.

Notes Offered

$375,000,000 aggregate principal amount of Floating Rate Notes

$625,000,000 aggregate principal amount of Fixed Rate Notes

Maturity

For the Floating Rate Notes: June 15, 2014.

For the Fixed Rate Notes: June 15, 2016.

Interest

Interest on the Floating Rate Notes accrues at the rate of LIBOR plus 6.0% per annum, reset semi-annually, from the issue date or from the most recent date to which interest has been paid, and is payable in cash semi-annually in arrears on June 15 and December 15 of each year to the persons who are registered holders of the Floating Rate Notes at the close of business on the preceding June 1 or December 1, as the case may be.

Interest on the Fixed Rate Notes accrues at the rate of 10.75% per annum from the issue date or from the most recent date to which interest has been paid, and is payable in cash semi-annually in arrears on June 15 and December 15 of each year to the persons who are registered holders of the Fixed Rate Notes at the close of business on the preceding June 1 or December 1, as the case may be.

Optional redemption

Floating Rate Notes:

We may redeem the Floating Rate Notes, in whole or in part, at any time on or after June 15, 2009, at the redemption prices set forth in this prospectus.

Prior to June 15, 2009, we may redeem up to 35% of the aggregate principal amount of the Floating Rate Notes with the net cash proceeds of certain equity offerings, at a redemption price equal to 100% of their principal amount plus a premium equal to the interest rate per annum on the Floating Rate Notes applicable on the date that notice of redemption is given, plus accrued and unpaid interest thereon, if any, to the redemption date, if at least 65% of the aggregate principal amount of the Floating Rate Notes remains outstanding after giving effect to such redemption.

In addition, at any time prior to June 15, 2009, we may at our option redeem all, but not less than all, of the Floating Rate Notes, at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest thereon, if any, to the redemption date.

See “Description of the Exchange Notes—Optional Redemption”.

Fixed Rate Notes:

We may redeem the Fixed Rate Notes, in whole or in part, at any time on or after June 15, 2011, at the redemption prices set forth in this prospectus.

Prior to June 15, 2009, we may redeem up to 35% of the aggregate principal amount of the Fixed Rate Notes with the net cash proceeds of certain equity offerings, at a redemption price equal to 110.75% of their principal amount, plus accrued and unpaid interest thereon, if any, to the redemption date, if at least 65% of the aggregate principal amount of the Fixed Rate Notes remains outstanding after giving effect to such redemption.

In addition, at any time prior to June 15, 2011, we may at our option redeem all, but not less than all, of the Fixed Rate Notes, at a redemption price equal to 100% of principal amount plus a “make-whole” premium, plus accrued and unpaid interest thereon, if any, to the redemption date.

See “Description of the Exchange Notes—Optional Redemption”.

Guarantees

The Exchange Notes will be jointly and severally guaranteed on a senior unsecured basis by all of our existing and future subsidiaries that guarantee borrowings under our senior secured credit facilities or certain of our other debt. However, certain of our subsidiaries will not guarantee the Exchange Notes. For a discussion of the risks relating to the guarantees, see “Risk Factors—Not all of our subsidiaries will be guarantors. The Exchange Notes will be effectively junior to the indebtedness and other liabilities of our non-guarantor subsidiaries”.

Ranking

The Exchange Notes and the guarantees will be senior unsecured obligations of HealthSouth Corporation and our guaranteeing subsidiaries. The Exchange Notes will rank equal in right of payment to our current and future senior debt and will rank senior in right of payment to our current and future subordinated debt. The Exchange Notes will be effectively subordinated to our current and future secured debt, including borrowings under our senior secured credit facilities, to the extent of the value of the assets securing such debt. See “Description of the Exchange Notes—Ranking”. In addition, the Notes and the guarantees will be effectively subordinated to any liabilities, including trade payables, of our non-guarantor subsidiaries.

Mandatory offers to purchase

The occurrence of a change of control will be a triggering event requiring us to offer to purchase the Exchange Notes at a price equal to 101% of their principal amount, together with accrued and unpaid

interest, if any, to the date of purchase. Certain asset dispositions will be triggering events which may require us to use the proceeds from those asset dispositions to make an offer to purchase the Exchange Notes at 100% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase if such proceeds are not otherwise used within 365 days to repay senior indebtedness, including indebtedness under our amended credit agreement (with a corresponding reduction in commitment), or to invest in capital assets related to our business.

Change of Control

Upon the occurrence of a Change of Control (as defined in this prospectus), each holder of the Exchange Notes will have the right to require us to repurchase such holder’s Notes at a purchase price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. See “Description of the Exchange Notes—Change of Control.”

Covenants

The Indentures governing the Exchange Notes contain covenants that, among other things, limit our ability and the ability of our subsidiaries to:

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incur or guarantee indebtedness;

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pay dividends on, redeem or repurchase our capital stock; or redeem or repurchase our subordinated obligations;

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make investments;

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incur obligations that restrict the ability of our subsidiaries to make dividends or other payments to us;

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sell assets;

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engage in transactions with affiliates;

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create certain liens;

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enter into sale/leaseback transactions; and

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merge, consolidate, or transfer all or substantially all of our assets.

These covenants are subject to important qualifications and exceptions, which are described under the heading “Description of the Exchange Notes” in this prospectus.

Absence of public market

The Exchange Notes generally will be freely transferable but will be new securities for which there will not initially be a market. Accordingly, there can be no assurance as to the development or liquidity of any market for the Exchange Notes.

Risk Factors

Investing in the Exchange Notes involves risks. See “Risk Factors” beginning on page 11 and the other information in this prospectus incorporated herein by reference for a discussion of factors you should carefully consider before deciding to invest in the Notes.

Ratio of Earnings to Fixed Charges

Our ratio of earnings to fixed charges for the years ended December 31, 2006, 2005, 2004, 2003 and 2002 were 0, 0, 1.15x, 0 and 0, respectively. See “Ratio of Earnings to Fixed Charges.”

RISK FACTORS

Participating in the Exchange Offer involves a number of risks. You should carefully consider the specific risks described below, the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as amended by our Form 10-K/A filed with the SEC on March 22, 2007, which are incorporated herein by reference, the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act before making an investment decision. See “Where You Can Find More Information.”

Risks Related to the Exchange Notes

Our substantial indebtedness may impair our financial condition and prevent us from fulfilling our obligations under the Indentures governing the Exchange Notes and our other debt instruments.

We are highly leveraged. As of December 31, 2006, we had approximately $3.3 billion of long-term debt outstanding (including that portion of long-term debt classified as current and excluding $149.5 million in capital leases). As discussed in our Annual Report on Form 10-K for the year ended December 31, 2006, as amended by our Form 10-K/A filed with the SEC on March 22, 2007, in Item 1, “Business, Completion of Recapitalization and Other Significant Financial Transactions,” we have prepaid substantially all of our prior indebtedness with proceeds from a series of recapitalization transactions and replaced it with approximately $3 billion of new long-term debt. Although we remain highly leveraged, we believe these recapitalization transactions have eliminated a number of uncertainties regarding our capital structure and have improved our financial condition by reducing our refinancing risk, increasing our liquidity, improving our operational flexibility, improving our credit profile, and reducing our interest rate exposure.

Our substantial indebtedness could have important consequences to you, including:

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preventing us from fulfilling our obligations under the Indentures governing the Exchange Notes and our other debt instruments;

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limiting our ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy and other general corporate purposes;

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requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our debt, which would reduce availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our business strategy and other general corporate purposes;

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making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our flexibility in planning for, and making it more difficult for us to react quickly to, changing conditions;

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placing us at a competitive disadvantage compared with our competitors that have less debt; and

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exposing us to risks inherent in interest rate fluctuations because some of our borrowings, including the Floating Rate Notes, will be at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.

We are required to use a substantial portion of our cash flow to service our debt. A substantial downturn in earnings could jeopardize our ability to make our interest payments and could impair our ability to obtain additional financing, if necessary. Certain trends in our business, including declining revenues resulting from the 75% Rule, acute care volume weakness and pricing pressure have created a challenging operating environment, and future changes could place additional pressure on our revenues and cash flow. In addition, we are subject to numerous contingent liabilities and are subject to prevailing economic conditions and to financial, business, and other factors beyond our control. Although we expect to make scheduled interest payments and principal reductions, we cannot assure you that changes in our business or other factors will not occur that may have the effect of preventing us from satisfying obligations under our debt.

Despite current indebtedness levels, we may still be able to incur more debt. This could further exacerbate the risks associated with our substantial indebtedness.

Subject to specified limitations, the Indentures governing the Exchange Notes and the credit agreement governing our senior secured credit facilities permit us and our subsidiaries to incur substantial additional debt. If new debt is added to our or any of our subsidiaries’ current debt levels, the risks described in the immediately preceding risk factor could intensify. See “Description of the Exchange Notes—Certain Covenants—Limitation on Indebtedness” for additional information.

The restrictive covenants in our senior secured credit facilities and the Indentures governing the Exchange Notes and our other debt instruments may affect our ability to operate our business successfully.

The Indentures governing the Exchange Notes and our other debt instruments and the terms of our senior secured credit facilities do, and our future debt instruments may, contain various provisions that limit our ability to, among other things:

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incur additional indebtedness;

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make restricted payments;

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create certain liens;

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sell assets;

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enter into sale and leaseback transactions;

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issue or sell certain types of preferred stock;

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in the case of our restricted subsidiaries, restrict them from making dividends or other payments to us;

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in the case of our restricted subsidiaries, incur or guarantee debt;

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engage in transactions with affiliates;

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create unrestricted subsidiaries; and

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consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries (if any) on a consolidated basis.

These covenants could adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities.

In addition, our senior secured credit facilities require us to maintain specified financial ratios and satisfy certain financial condition tests. Events beyond our control, including changes in general economic and business conditions, may affect our ability to meet those financial ratios and financial condition tests. We cannot assure you that we will meet those tests or that the lenders will waive any failure to meet those tests. A breach of any of these covenants or any other restrictive covenants contained in our senior secured credit facilities or the Indentures could (after giving effect to applicable grace periods, if any) result in an event of default. If an event of default under our senior secured credit facilities or the Indentures occurs, the holders of the affected indebtedness could declare all amounts outstanding, together with accrued interest, to be immediately due and payable, which, in turn, could cause the default and acceleration of the maturity of our other indebtedness. If we were unable to pay such amounts, the lenders under our senior secured credit facilities could proceed against the collateral pledged to them. We have pledged substantially all of our assets to the lenders under our senior secured credit facilities. In such an event, we cannot assure you that we would have sufficient assets to pay amounts due on the Exchange Notes. As a result, you may receive less than the full amount you would otherwise be entitled to receive on the Exchange Notes. See Note 9, “Long-term Debt” to our consolidated financial statements and Item 2, “Properties” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as amended by our Form 10-K/A filed with the SEC on March 22, 2007, and “Description of the Exchange Notes—Certain Covenants” in this prospectus for additional information.

The Exchange Notes and the guarantees will not be secured by any of our assets. Our senior secured credit facilities are secured and our senior lenders have a prior claim on substantially all of our assets.

The Exchange Notes and the guarantees will not be secured by any of our assets. However, our senior secured credit facilities are secured by substantially all of our assets, including the stock of substantially all of our domestic wholly-owned subsidiaries (including future subsidiaries, if any). If we become insolvent or are liquidated, or if payment under any of the instruments governing our secured debt is accelerated, the lenders under those instruments will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the instruments governing such debt. Accordingly, the lenders under our senior secured credit facilities have a prior claim on our assets securing the debt owed to them. In that event, because the Exchange Notes and the guarantees will not be secured by any of our assets, it is possible that our remaining assets might be insufficient to satisfy your claims in full.

As of December 31, 2006, the aggregate amount of our senior secured indebtedness was approximately $2.2 billion, excluding approximately $197.7 million that we had available for additional borrowing under the revolving portion of our senior secured credit facilities. We will be permitted to borrow substantial additional secured indebtedness in the future under the terms of the Indentures. See “Description of the Exchange Notes—Certain Covenants—Limitation on Indebtedness” and “Description of the Exchange Notes—Certain Covenants—Limitation on Liens.”

Not all of our subsidiaries will be guarantors. The Exchange Notes are effectively junior to the indebtedness and other liabilities of our non-guarantor subsidiaries.

Not all of our subsidiaries will guarantee the Exchange Notes. The Exchange Notes will be guaranteed by all of our current and future subsidiaries that guarantee borrowings under our senior secured credit facilities or incur or guarantee any outstanding capital markets debt. Our current subsidiary guarantors are listed on the cover page of this the registration statement of which this prospectus forms a part. Certain of our 100% owned subsidiaries and all of our non-wholly-owned subsidiaries, which are not guarantors of our senior secured credit facilities and through which we conduct a significant portion of our business, will not guarantee the Exchange Notes due to, among other things, restrictions in their constituent documents or other agreements. The Exchange Notes are effectively subordinated to the outstanding indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

The lenders under the senior secured credit facilities will have the discretion to release the guarantors under the senior secured credit agreement under certain circumstances, which will cause those guarantors to be released from their guarantees of the Exchange Notes.

While any obligations under the senior secured credit facilities remain outstanding, any guarantee of the Exchange Notes may be released without action by, or consent of, any holder of the Exchange Notes or the trustee under the Indentures governing the Exchange Notes, at the discretion of lenders under the senior secured credit facilities, if the related guarantor is no longer a guarantor of obligations under the senior secured credit facilities and does not have or guarantee any outstanding capital markets indebtedness. See “Description of the Exchange Notes.” The lenders under the senior secured credit facilities will have the discretion to release the guarantees under the senior secured credit facilities under certain circumstances. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the Exchange Notes, and the indebtedness and other liabilities, including trade payables, of those subsidiaries will effectively be senior to claims of any holder of the Exchange Notes.

We will require a significant amount of cash to service all our indebtedness, including the Exchange Notes, and our ability to generate sufficient cash depends upon many factors, some of which are beyond our control.

Our ability to make payments on and refinance our debt and to fund working capital needs and planned capital expenditures depends on our ability to generate cash flow in the future. To some extent, this is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our business will continue to generate cash flow from operations at levels sufficient to permit us to pay principal, premium, if any, and interest on our indebtedness or that our cash needs will not increase. If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other needs, we may have to refinance all or a portion of our debt, obtain additional financing or reduce expenditures or sell assets that we deem necessary to our business. We cannot assure you that any of these measures would be possible or that any additional financing could be obtained. The inability to obtain additional financing could have a material adverse effect on our financial condition and on our ability to meet our obligations to you under the Exchange Notes.

We may not have the funds to purchase the Exchange Notes upon the change of control offer as required by the Indentures governing the Exchange Notes.

Upon a change of control, as defined in the Indentures, subject to certain conditions, we are required to offer to repurchase all outstanding Exchange Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of repurchase. The source of funds for that purchase of Exchange Notes will be our available cash, cash generated from our operations or the operations of our subsidiaries or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required repurchases of Exchange Notes tendered. In addition, the terms of our senior secured credit facilities will limit our ability to repurchase your Exchange Notes and will provide that certain change of control events will constitute an event of default thereunder. Our future debt agreements may contain similar restrictions and provisions. If the holders of the Exchange Notes exercise their right to require us to repurchase all the Exchange Notes upon a change of control, the financial effect of this repurchase could cause a default under our other debt, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of the Exchange Notes and our other debt or that restrictions in our senior secured credit facilities and the Indentures will not allow such repurchases. In addition, certain corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “change of control” under the Indentures. See “Description of the Exchange Notes—Change of Control” in this prospectus for additional information.

There is no established trading market for the Exchange Notes.

There is no existing trading market for the Notes. We cannot assure you that an active trading market will develop for the Exchange Notes. We do not intend to apply for listing of the Exchange Notes on any securities exchange. Although we are obligated, subject to some exceptions, to seek to exchange the Restricted Notes for Exchange Notes, we may not be able to do so. See the description of the proposed Exchange Offer under “Description of the Exchange Notes—Registered Exchange Offer; Registration Rights.” Whether or not the Restricted Notes are exchanged for Exchange Notes in the Exchange Offer, an active market for the Exchange Notes may not develop. If a market for the Exchange Notes does not develop, you may not be able to resell your Exchange Notes for an extended period of time, if at all. Consequently, your lenders may be reluctant to accept the Exchange Notes as collateral for loans. Moreover, if markets for the Exchange Notes do develop in the future, we cannot assure you that these markets will continue indefinitely or that the Exchange Notes can be sold at a price equal to or greater than their initial offering price. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Exchange Notes. The market for the Exchange Notes, if any, may be subject to similar disruptions. Any such disruptions may materially adversely affect you as a holder of the Exchange Notes. In addition, in response to

prevailing interest rates and market conditions generally, as well as our performance and our ability to effect the Exchange Offer, the Exchange Notes could trade at a price lower than their initial offering price.

Federal and state statutes could allow courts, under specific circumstances, to void the subsidiary guaranties, subordinate claims in respect of the Exchange Notes and require note holders to return payments received from subsidiary guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void a subsidiary guaranty or claims related to a guarantor or subordinate a subsidiary guaranty to all other debts of a subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guaranty:

•

intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness;

•

was insolvent or rendered insolvent by reason of such incurrence;

•

was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that it would incur, debts beyond the subsidiary guarantor’s ability to pay such debts as they mature.

In addition, a court could void any payment by a subsidiary guarantor pursuant to the Exchange Notes or a subsidiary guaranty and require that payment to be returned to such subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor. The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law in any proceeding to determine whether a fraudulent transferred has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that we will not be insolvent, will not have insufficient capital for the business in which we are engaged and will not have incurred debts beyond our ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our or any subsidiary guarantor’s conclusions in this regard.

Risks Related to the Exchange Offer

You may have difficulty selling the Restricted Notes which you do not exchange, since Restricted Notes will continue to have restrictions on transfer and cannot be sold without registration under securities laws or exemptions from registration.

If a large number of Restricted Notes are exchanged for Exchange Notes issued in the Exchange Offer, it may be difficult for holders of Restricted Notes that are not exchanged in the Exchange Offer to sell the Restricted Notes, since those Restricted Notes may not be offered or sold unless they are registered or there are exemptions from registration requirements under the Securities Act or state laws that apply to them. In addition, if there are only a small number of Restricted Notes outstanding, there may not be a very liquid market in those Restricted Notes. There may be few investors that will purchase unregistered securities in which there is not a liquid market. See “The Exchange Offer—Consequences of Exchanging Restricted Notes” and “The Exchange Offer—Consequences of Failure to Exchange Restricted Notes”.

In addition, if you do not tender your Restricted Notes or if we do not accept some Restricted Notes, those notes will continue to be subject to the transfer and exchange provisions of the applicable Indenture and the existing transfer restrictions of the Restricted Notes that are described in the legend on such notes and in the offering memorandum relating to the Restricted Notes.

Late deliveries of Restricted Notes or any other failure to comply with the Exchange Offer procedures could prevent a holder from exchanging its Restricted Notes.

Noteholders are responsible for complying with all Exchange Offer procedures. The issuance of Exchange Notes in exchange for Restricted Notes will only occur upon completion of the procedures described in this prospectus under “The Exchange Offer.” Therefore, holders of Restricted Notes who wish to exchange them for Exchange Notes should allow sufficient time for timely completion of the exchange procedure. Neither we nor the Exchange Agent are obligated to extend the offer or notify you of any failure to follow the proper procedure.

If you do not exchange your Restricted Notes in the Exchange Offer, you will no longer be entitled to an increase in interest payments on Restricted Notes that the Indenture provides for if we fail to complete the Exchange Offer.

Once the Exchange Offer has been completed, holders of outstanding Restricted Notes will not be entitled to any increase in the interest rate on their notes, which the Indenture provides for if we fail to complete the Exchange Offer. Holders of Restricted Notes will not have any further rights to have their Restricted Notes registered, except in limited circumstances, once the Exchange Offer is completed.

If you exchange your Restricted Notes, you may not be able to resell the Exchange Notes you receive in the Exchange Offer without registering them and delivering a prospectus.

If you exchange your Restricted Notes in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Based on interpretations by the SEC in no-action letters, we believe, with respect to Exchange Notes issued in the Exchange Offer, that:

•

holders who are not “affiliates” of ours within the meaning of Rule 405 of the Securities Act,

•

holders who acquire their notes in the ordinary course of business and

•

holders who do not engage in, intend to engage in, or have arrangements to participate in a distribution (within the meaning of the Securities Act) of the notes do not have to comply with the registration and prospectus delivery requirements of the Securities Act.

Holders described in the preceding sentence must represent to us that they meet these criteria. Holders that do not meet these criteria can not rely on interpretations of the SEC in no-action letters, and will have to register the Exchange Notes they receive in the Exchange Offer and deliver a prospectus for them. In addition, holders that are broker-dealers may be deemed “underwriters” within the meaning of the Securities Act in connection with any resale of Exchange Notes acquired in the Exchange Offer. Holders that are broker-dealers must acknowledge that they acquired their Restricted Notes in market-making activities or other trading activities and must deliver a prospectus when they resell the Exchange Notes they acquire in the Exchange Offer in order not to be deemed an underwriter. Our obligation to make this prospectus available to broker-dealers is limited. We cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their Exchange Notes.

You should review the more detailed discussion in “The Exchange Offer—Procedures for Tendering”, “The Exchange Offer—Consequences of Exchanging Restricted Notes” and “The Exchange Offer—Consequences of Failure to Exchange Restricted Notes”.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges on a historical basis for the periods indicated:


Year ended December 31,
2006	2005	2004	2003	2002
*	*	1.15x	*	*

*	For the years ended December 31, 2006, 2005, 2003, and 2002, the Company had an earnings-to-fixed charges coverage deficiency of approximately $472.8 million, $250.1 million, $372.3 million, and $271.8 million, respectively.

In computing the ratio of earnings to fixed charges: (1) earnings have been based on income from continuing operations before income taxes, fixed charges (exclusive of interest capitalized), and distributed income of equity investees and (2) fixed charges consist of interest and amortization of debt discounts and fees expense (including amounts capitalized), the estimated interest portion of rents, and dividends on our convertible perpetual preferred stock.

USE OF PROCEEDS

The Exchange Offer is intended to satisfy certain obligations under the registration rights agreement we entered into with the initial purchasers of the Restricted Notes. We will not receive any proceeds from the issuance of the Exchange Notes in the Exchange Offer. In consideration for issuing the Exchange Notes in the Exchange Offer, we will receive the Restricted Notes in like principal amount, the form and terms of which are substantially the same as the form and terms of the Exchange Notes (which replace the Restricted Notes and which represent the same indebtedness). The Restricted Notes surrendered in exchange for the Exchange Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the Exchange Notes will not result in any increase or decrease in our indebtedness.

The proceeds of the issuance and sale of the Restricted Notes were approximately $969 million, after deducting the discount payable to the initial purchasers of the Restricted Notes and estimated offering expenses payable by us. Such proceeds, together with cash on hand, were used to repay all outstanding borrowings under our Interim Loan Agreement that were incurred as part of our Recapitalization Transactions. See “Business—Completion of Recapitalization and Other Significant Financial Transactions” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 1, 2007, as amended by our Form 10-K/A filed with the SEC on March 22, 2007.

SELECTED CONSOLIDATED FINANCIAL DATA

We derived the selected historical consolidated financial data presented below for the years ended December 31, 2006, 2005, and 2004 from our audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2006, as amended by our Form 10-K/A filed with the SEC on March 22, 2007. We derived the selected historical consolidated financial data presented below for the years ended December 31, 2003 and 2002 from our audited consolidated financial statements and related notes included in our comprehensive Form 10-K for the years ended December 31, 2003 and 2002. The selected historical financial data should be read in conjunction with our annual report, as well as other information that has been filed with the SEC. The historical results included below and elsewhere in this document may not be indicative of future performance.


	For the year ended December 31,
	2006			2005			2004			2003			2002
	(In Millions, Except Per Share Data)
Income Statement Data:
Net operating revenues	$	3,000.1		$	3,117.0		$	3,409.7		$	3,544.9		$	3,519.7
Salaries and benefits		1,398.4			1,386.1			1,571.8			1,550.1			1,586.8
Professional and medical director fees		72.0			71.6			72.3			80.5			87.8
Supplies		287.8			294.2			318.2			304.1			300.5
Other operating expenses		457.2			540.4			428.2			539.6			619.2
Provision for doubtful accounts		119.3			94.3			109.6			120.0			112.0
Depreciation and amortization		148.2			162.6			172.2			180.4			205.7
Occupancy costs		141.4			113.1			152.4			180.0			181.4
Recovery of amounts due from Richard M. Scrushy		(47.8	)		—			—			—			—
Recovery of amounts due from Meadowbrook		—			(37.9	)		—			—			—
(Gain) loss on disposal of assets		(4.5	)		16.6			10.2			(13.7	)		82.6
Impairment of goodwill		—			—			—			335.6			—
Impairment of intangible assets		0.2			—			1.0			—			15.3
Impairment of long-lived assets		15.0			43.3			35.5			132.1			47.1
Government, class action, and related settlements expense		38.8			215.0			—			170.9			347.7
Professional fees—accounting, tax, and legal		163.6			169.8			206.2			70.6			—
Loss (gain) on early extinguishment of debt		365.6			—			—			(2.3	)		(9.6	)
Interest expense and amortization of debt discounts and fees		335.1			337.5			301.4			264.2			250.3
Interest income		(15.7	)		(17.1	)		(13.1	)		(7.2	)		(6.6	)
Loss (gain) on sale of investments		1.9			0.1			(4.0	)		15.8			(11.8	)
Loss on interest rate swap		10.5			—			—			—			—
Equity in net income of nonconsolidated affiliates		(21.3	)		(29.4	)		(9.9	)		(15.8	)		(15.3	)
Minority interests in earnings of consolidated affiliates		92.3			97.2			95.0			97.0			90.5

		3,558.0			3,457.4			3,447.0			4,001.9			3,883.6

Loss from continuing operations before income tax expense		(557.9	)		(340.4	)		(37.3	)		(457.0	)		(363.9	)
Provision for income tax expense (benefit)		41.4			38.4			11.9			(28.4	)		20.3
Loss from discontinued operations, net of income tax expense		(26.0	)		(67.2	)		(125.3	)		(3.5	)		(34.4	)
Cumulative effect of accounting change, net of income tax expense		—			—			—			(2.5	)		(48.2	)

Net loss		(625.0	)		(446.0	)		(174.5	)		(434.6	)		(466.8	)
Convertible perpetual preferred dividends		(22.2	)		—			—			—			—

Net loss available to common shareholders	$	(647.2	)	$	(446.0	)	$	(174.5	)	$	(434.6	)	$	(466.8	)


	For the year ended December 31,
	2006			2005			2004			2003			2002
	(In Millions, Except Per Share Data)
Weighted average common shares outstanding:
Basic		79.5			79.3			79.3			79.2			79.1

Diluted*		90.3			79.6			79.5			81.2			81.7

Basic and diluted loss per common share:
Loss from continuing operations available to common shareholders	$	(7.81	)	$	(4.77	)	$	(0.62	)	$	(5.41	)	$	(4.86	)
Loss from discontinued operations, net of tax		(0.33	)		(0.85	)		(1.58	)		(0.05	)		(0.43	)
Cumulative effect of accounting change, net of tax		—			—			—			(0.03	)		(0.61	)

Net loss per share available to common shareholders	$	(8.14	)	$	(5.62	)	$	(2.20	)	$	(5.49	)	$	(5.90	)

*	Per share diluted amounts are treated the same as basic per share amounts because the effect of including potentially dilutive shares is antidilutive.


	As of December 31,
	2006			2005			2004			2003			2002
	(In Millions)
Balance Sheet Data:
Cash and marketable securities	$	40.6		$	198.3		$	450.1		$	462.0		$	85.8
Restricted cash		99.6			237.4			235.4			170.3			24.0
Restricted marketable securities		71.1			—			—			—			—
Working capital (deficit)		(381.3	)		(235.5	)		(3.8	)		167.0			(490.5	)
Total assets		3,359.6			3,592.2			4,083.0			4,209.7			4,536.7
Long-term debt, including current portion		3,402.3			3,401.9			3,493.9			3,499.7			3,480.8
Convertible perpetual preferred stock		387.4			—			—			—			—
Shareholders’ deficit		(2,184.6	)		(1,540.7	)		(1,109.4	)		(963.8	)		(528.8	)

THE EXCHANGE OFFER

Purpose of the Exchange Offer

On June 14, 2006, we issued an aggregate principal amount of $1,000,000,000 of Restricted Notes in an offering under Rule 144A and Regulation S of the Securities Act that was not registered under the Securities Act. We sold the Restricted Notes to the initial purchasers under a Purchase Agreement, dated June 9, 2006, among us, the guarantors party thereto, and the initial purchasers. When we issued and sold the Restricted Notes to the initial purchasers, we entered into a registration rights agreement with the initial purchasers of those Restricted Notes. Under the registration rights agreement, we agreed to file a registration statement regarding the exchange of the Restricted Notes for Notes which are registered under the Securities Act. We also agreed to use our reasonable best efforts to cause the registration statement to become effective with the SEC and to conduct this Exchange Offer after the registration statement is declared effective. The form and terms of the Exchange Notes are substantially identical to those of the Restricted Notes except that the issuance of the Exchange Notes has been registered under the Securities Act and the transfer restrictions, registration rights and certain additional interest provisions relating to the Restricted Notes do not apply to the Exchange Notes.

Terms of the Exchange Offer

Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the Exchange Offer, we will accept for exchange all Restricted Notes that are properly tendered on or before the expiration date and not withdrawn as permitted below. As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on , 2007. However, if we have extended the period of time for which the Exchange Offer is open, the term “expiration date” means the latest time and date to which we extend the Exchange Offer.

As of the date of this prospectus, $375,000,000 aggregate principal amount of the Floating Rate Restricted Notes is outstanding and $625,000,000 aggregate principal amount of the Fixed Rate Restricted Notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about , 2007 to all holders of Restricted Notes known to us. Our obligation to accept Restricted Notes for exchange in the Exchange Offer is subject to the conditions described below under the heading “—Conditions to the Exchange Offer.”

The Exchange Offer will be open for no less than thirty (30) days after the date notice of the Exchange Offer is mailed to holders. We reserve the right, at any time and from time to time, in our sole discretion, to extend the period of time during which the Exchange Offer is open. We would then delay acceptance for exchange of any Restricted Notes by giving oral or written notice of an extension and delay to the holders of Restricted Notes as described below. During any extension period, all Restricted Notes previously tendered will remain subject to the Exchange Offer and may be accepted for exchange by us. Any Restricted Notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the Exchange Offer. We will notify you of any extension by means of a press release or other public announcement no later than 9:00 a.m., New York City time on that date.

We expressly reserve the right to amend or terminate the Exchange Offer, and not to accept for exchange any Restricted Notes not previously accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified below under the heading “—Conditions to the Exchange Offer.” We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the Restricted Notes as promptly as practicable. If we materially change the terms of the Exchange Offer, we will resolicit tenders of the Restricted Notes, file a post-effective amendment to the prospectus and provide notice to the noteholders. If the change is made less than five business days before the expiration of the Exchange Offer, we will extend the offer so that the noteholders have at least five business days to tender or withdraw.

Following completion of the Exchange Offer, we may, in our sole discretion, commence one or more additional Exchange Offers to those holders of Restricted Notes who do not exchange their Restricted Notes for

Exchange Notes in this Exchange Offer. The terms of these additional Exchange Offers may differ from those applicable to this Exchange Offer. We may use this prospectus, as amended or supplemented from time to time, in connection with any additional Exchange Offers. These additional Exchange Offers may take place from time to time until all outstanding Restricted Notes have been exchanged for Exchange Notes, subject to the terms and conditions contained in the prospectus and the letter of transmittal we will distribute in connection with these additional Exchange Offers.

Procedures for Tendering

Restricted Notes tendered in the Exchange Offer must be in denominations of principal amount of $1,000 and any integral multiple of $1,000.

When the holder of Restricted Notes tenders, and we accept, Restricted Notes for exchange, a binding agreement between us and the tendering holder is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as described below, a tendering holder must, on or prior to the expiration date:

•

if Restricted Notes are tendered in accordance with the book-entry procedures listed below, the tendering holder must transmit either (i) a properly completed and duly executed letter of transmittal, with any required signature guarantees and all other documents required by the letter of transmittal, or (ii) an agent’s message (as defined below) to the Exchange Agent at the address listed below under the heading “—Exchange Agent.”

In addition, the Exchange Agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of the Restricted Notes being tendered into the Exchange Agent’s account at The Depository Trust Company (“DTC”), the book-entry transfer facility, along with the letter of transmittal or an agent’s message; or

The term “agent’s message” means a message, transmitted to DTC and received by the Exchange Agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder.

The method of delivery of Restricted Notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or agent’s messages directly to us.

If you are a beneficial owner whose Restricted Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the Restricted Notes by causing DTC to transfer the Restricted Notes into the Exchange Agent’s account.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Restricted Notes surrendered for exchange are tendered:

•

by a registered holder of the Restricted Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•

for the account of an “eligible institution.”

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is a financial institution, including most banks, savings and loan associations and brokerage houses that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.

We will determine in our sole discretion all questions as to the validity, form and eligibility of Restricted Notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding. We reserve the absolute right to reject any or all Restricted Notes not properly tendered or any which acceptance might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the Exchange Offer as to any or all Restricted Notes either before or after the expiration date, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the Exchange Offer as to any particular Restricted Note either before or after the expiration date, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Restricted Notes must be cured within a reasonable period of time, as determined by us. Neither we, the Exchange Agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of Restricted Notes. Nor will we, the Exchange Agent or any other person incur any liability for failing to give notification of any defect or irregularity.

If the letter of transmittal is signed by a person other than the registered holder of Restricted Notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution.

If the letter of transmittal or powers of attorney are signed by Exchange Agents, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

By tendering, each holder will represent to us that, among other things:

•

any Exchange Notes received in exchange for your Restricted Notes in the Exchange Offer are being acquired by you or any other person receiving such Exchange Notes in the ordinary course of your or such other person’s business;

•

at the time of the commencement of the Exchange Offer, neither you nor any other person who will receive Exchange Notes in exchange for your Restricted Notes has any arrangement or understanding with any person to participate in the “distribution” (as defined in the Securities Act) of the Exchange Notes in violation of the Securities Act;

•

you are not holding Restricted Notes that have, or are reasonably likely to have, the status of an unsold allotment;

•

neither you nor any other person receiving Exchange Notes in exchange for your Restricted Notes is an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company, or if you or such other person is an affiliate of the Company, you or such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

neither you nor any other person receiving Exchange Notes in exchange for your Restricted Notes is a broker-dealer, and neither you nor such other person is engaged in or intends to engage in a distribution of the Exchange Notes;

•

if you are a participating broker-dealer, you will receive the Exchange Notes for your own account in exchange for Restricted Notes that were acquired by you as a result of your market-making or other trading activities and that you will deliver a prospectus in connection with any resale of the Exchange

Notes you receive in the Exchange Offer. See “Plan of Distribution.” The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to resales of the Exchange Notes (other than a resale of an unsold allotment from the original sale of the Restricted Notes) by delivering this prospectus to prospective purchasers; and

•

you have full power and authority to transfer all of your right and title in and to your Restricted Notes in exchange for Exchange Notes and the Company will acquire good and unencumbered title thereto, free and clear of any liens, restrictions, charges, or encumbrances and not subject to any adverse claims.

Acceptance of Restricted Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the Exchange Offer, we will accept, promptly after the expiration date, all Restricted Notes properly tendered. We will issue the Exchange Notes promptly after acceptance of the Restricted Notes. For purposes of the Exchange Offer, we will be deemed to have accepted properly tendered Restricted Notes for exchange when, as and if we have given oral or written notice to the Exchange Agent, with prompt written confirmation of any oral notice to be given promptly thereafter. See “—Conditions to the Exchange Offer” below for a discussion of the conditions that must be satisfied before we accept any Restricted Notes for exchange.

For each Restricted Note accepted for exchange, the holder will receive an Exchange Note having a principal amount equal to that of the surrendered Restricted Note. The Exchange Notes will bear interest from the most recent date to which interest has been paid on the Restricted Notes. Accordingly, registered holders of Exchange Notes on the relevant record date for the first interest payment date following the completion of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid, or if no interest has been paid on the Restricted Notes, from June 14, 2006. Restricted Notes accepted for exchange will cease to accrue interest from and after the date of completion of the Exchange Offer. Holders of Restricted Notes whose Restricted Notes are accepted for exchange will not receive any payment for accrued interest on the Restricted Notes otherwise payable on any interest payment date the record date for which occurs on or after completion of the Exchange Offer and will be deemed to have waived their rights to receive the accrued interest on the Restricted Notes. Under the registration rights agreement, we may be required to make additional payments in the form of additional interest to the holders of the Restricted Notes under circumstance relating to the timing of the Exchange Offer. The registration rights agreement provides that we will be required to pay additional interest to the holders of the Restricted Notes if:

•

the registration statement is not declared effective by the 180^th day after the filing date;

•

the Exchange Offer has not been completed by the 40th day after the effective date; or

•

after the registration statement is declared effective, it thereafter ceases to be effective or usable (subject to certain exceptions).

The rate of the additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults as described above have been cured, up to a maximum additional interest rate of 1.0% per annum. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the applicable series of Restricted Notes and Exchange Notes. All references in each Indenture, in any context, to any interest or other amount payable on or with respect to the Notes issued under that Indenture shall be deemed to include any additional interest pursuant to the Registration Rights Agreement.

In all cases, issuance of Exchange Notes for Restricted Notes will be made only after timely receipt by the Exchange Agent of:

•

a timely book-entry confirmation of the Restricted Notes, into the Exchange Agent’s account at the DTC;

•

a properly completed and duly executed letter of transmittal or an agent’s message; and

•

all other required documents.

Unaccepted or non-exchanged Restricted Notes will be returned without expense to the tendering holder of the Restricted Notes. The non-exchanged Restricted Notes will be credited to an account maintained with the DTC, as promptly as practicable after the expiration or termination of the Exchange Offer.

Book-Entry Transfers

The Exchange Agent will make a request to establish an account for the Restricted Notes at DTC for purposes of the Exchange Offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of Restricted Notes by causing DTC to transfer those Restricted Notes into the Exchange Agent’s account at the DTC in accordance with the DTC’s procedure for transfer. This participant should transmit its acceptance to the DTC on or prior to the expiration date. DTC will verify this acceptance, execute a book-entry transfer of the tendered Restricted Notes into the Exchange Agent’s account at DTC and then send to the Exchange Agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from this participant that this participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant. Delivery of Exchange Notes issued in the Exchange Offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent’s message, with any required signature guarantees and any other required documents, must be transmitted to and received by the Exchange Agent at the address listed below under the heading “—Exchange Agent” on or prior to the expiration date.

Withdrawal Rights

Tenders of Restricted Notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, the Exchange Agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated below under the heading “—Exchange Agent” before 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

•

specify the name of the person, referred to as the depositor, having tendered the Restricted Notes to be withdrawn;

•

identify the Restricted Notes to be withdrawn, including the principal amount of the Restricted Notes;

•

contain a statement that the holder is withdrawing his election to have the Restricted Notes exchanged;

•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Restricted Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the Exchange Agent with respect to the Restricted Notes register the transfer of the Restricted Notes in the name of the person withdrawing the tender; and

•

specify the name in which the Restricted Notes are registered, if different from that of the depositor.

Any notice of withdrawal must specify the name and number of the account at the DTC to be credited with the withdrawn Restricted Notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal and our determination will be final and binding on all parties. Any Restricted Notes so withdrawn will be deemed not to have been validly tendered for exchange. No Exchange Notes will be issued unless the Restricted Notes so withdrawn are validly re-tendered. Any Restricted Notes that have been tendered for exchange, but which are not exchanged for any reason, will be returned to the tendering holder without cost to the holder. The Restricted

Notes will be credited to an account maintained with the DTC for the Restricted Notes. The Restricted Notes will be credited to the DTC account as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Restricted Notes may be re-tendered by following the procedures described above under the heading “—Procedures for Tendering” above at any time on or before 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the Exchange Offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Restricted Notes, and may terminate or amend the Exchange Offer, if at any time before the acceptance of the Restricted Notes for exchange or the exchange of the Exchange Notes for the Restricted Notes, any of the following events occurs:

1) there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission (a) seeking to restrain or prohibit the making or completion of the Exchange Offer or any other transaction contemplated by the Exchange Offer, or assessing or seeking any damages as a result of this transaction or (b) resulting in a material delay in our ability to accept for exchange or exchange some or all of the Restricted Notes in the Exchange Offer; or

2) any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the Exchange Offer or any of the transactions contemplated by the Exchange Offer by any governmental authority, domestic or foreign; or

3) any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that in our sole judgment might directly or indirectly result in any of the consequences referred to in clauses (1) or (2) above or, in our sole judgment, might result in the holders of Exchange Notes having obligations with respect to resales and transfers of Exchange Notes which are greater than those described in the interpretation of the SEC referred to above, or would otherwise make it inadvisable to proceed with the Exchange Offer; or

4) the following has occurred:

(a) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; or

(b) any limitation by a governmental authority, which may adversely affect our ability to complete the transactions contemplated by the Exchange Offer; or

(c) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or

(d) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the Exchange Offer, a material acceleration or worsening of these calamities; or

5) any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we have become aware of facts that have or may have an adverse impact on the value of the Restricted Notes or the Exchange Notes, which in our sole judgment in any case makes it inadvisable to proceed with the Exchange Offer and/or with such acceptance for exchange or with such exchange.

These conditions to the Exchange Offer are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right.

In addition, we will not accept for exchange any Restricted Notes tendered, and no Exchange Notes will be issued in exchange for any Restricted Notes, if at this time any stop order is threatened or in effect relating to the registration statement of which this prospectus constitutes a part or the qualification of the Indentures under the Trust Indenture Act of 1939.

Exchange Agent

We have appointed The Bank of Nova Scotia Trust Company of New York as the Exchange Agent for the Exchange Offer. You should direct all executed letters of transmittal to the Exchange Agent at the address indicated below. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal to the Exchange Agent addressed as follows:

Delivery To: The Bank of Nova Scotia Trust Company of New York, Exchange Agent


By Registered and Certified Mail:		For Information Call: (212) 225-5437

The Bank of Nova Scotia Trust Company of New York
One Liberty Plaza New York, NY 10006 Attn: Pat Keane		By Facsimile Transmission (for Eligible Institutions only): (212) 225-5436

		Confirm by Telephone: (212) 225-5437

If you deliver the letter of transmittal to an address other than any address indicated above or transmit instructions via facsimile other than any facsimile number indicated, then your delivery or transmission will not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

The principal solicitation is being made by mail by the Exchange Agent. Additional solicitation may be made by telephone, facsimile or in person by our officers and regular employees and by persons so engaged by the Exchange Agent.

We will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith and pay other registration expenses, including fees and expenses of the trustee under the Indentures, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offer.

Accounting Treatment

Transfer Taxes

Holders who tender their Restricted Notes in exchange for Exchange Notes will not be obligated to pay any transfer taxes in connection with exchange, except that holders who instruct us to register Exchange Notes in the name of, or request that Restricted Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer taxes. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange Restricted Notes

Holders who desire to tender their Restricted Notes in exchange for Exchange Notes should allow sufficient time to ensure timely delivery. Neither the Exchange Agent nor HealthSouth is under any duty to give notification of defects or irregularities with respect to the tenders of Notes for exchange.

Restricted Notes that are not tendered or are tendered but not accepted will, following the consummation of the Exchange Offer, continue to be subject to the provisions in the Indentures regarding the transfer and exchange of the Restricted Notes and the existing restrictions on transfer set forth in the legend on the Restricted Notes and in the prospectus dated June 14, 2006, relating to the Restricted Notes. Except in limited circumstances with respect to specific types of holders of Restricted Notes, we will have no further obligation to provide for the registration under the Securities Act of such Restricted Notes. In general, Restricted Notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any action to register the Restricted Notes under the Securities Act or under any state securities laws.

Upon completion of the Exchange Offer, holders of the Restricted Notes will not be entitled to any further registration rights under registration rights agreement, except under limited circumstances.

Holders of the Exchange Notes and any Restricted Notes which remain outstanding after consummation of the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the Indentures.

Consequences of Exchanging Restricted Notes

Under existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, we believe that the Exchange Notes may be offered for resale, resold or otherwise transferred by holders after the Exchange Offer other than by any holder who is one of our “affiliates” (as defined in Rule 405 under the Securities Act). Such Exchange Notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•

such Exchange Notes are acquired in the ordinary course of such holder’s business; and

•

such holder, other than broker-dealers, has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes.

However, the SEC has not considered the Exchange Offer in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in such other circumstances.

Each holder, other than a broker-dealer, must furnish a written representation, at our request, that:

•

it is not an affiliate of HealthSouth;

•

it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes; and

•

it is acquiring the Exchange Notes in the ordinary course of its business.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Restricted Notes must acknowledge that such Restricted Notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the Exchange Offer.

In addition, to comply with state securities laws of certain jurisdictions, the Exchange Notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with by the holders selling the Exchange Notes. Unless a holder requests, we currently do not intend to register or qualify the sale of the Exchange Notes in any state where an exemption from registration or qualification is required and not available. “Transfer restricted securities” means each note until:

•

the date on which such note has been exchanged by a person other than a broker-dealer for a note in the Exchange Offer;

•

following the exchange by a broker-dealer in the Exchange Offer of an exchange note, the date on which the Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of this prospectus;

•

the date on which such note has been effectively registered under the Securities Act and disposed of in accordance with a shelf registration statement that we file in accordance with the registration rights agreement; or

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the date on which such note is distributed to the public in a transaction under Rule 144 of the Securities Act.

DESCRIPTION OF THE EXCHANGE NOTES

HealthSouth Corporation issued the restricted Floating Rate Notes (the “Floating Rate Restricted Notes”) and the restricted Fixed Rate Notes (the “Fixed Rate Restricted Notes”) and will issue the exchange Floating Rate Notes (the “Floating Rate Exchange Notes” and together with the Floating Rate Restricted Notes, the “Floating Rate Notes”) and the exchange Fixed Rate Notes (the “Fixed Rate Exchange Notes” and, together with the Floating Rate Restricted Notes, the “Fixed Rate Notes” and, collectively with the Floating Rate Notes, the “Notes”) under separate indentures (each, an “Indenture” and, collectively, the “Indentures”) among itself, the Subsidiary Guarantors listed therein and The Bank of Nova Scotia Trust Company of New York, as trustee. The terms of each series of Restricted Notes and Exchange Notes include those stated in the applicable Indenture and those made part of such Indenture by reference to the Trust Indenture Act.

Certain terms used in this description are defined under the subheading “—Certain Definitions”. In this description, the word “Company” refers only to HealthSouth Corporation and not to any of its subsidiaries.

The following description is only a summary of the material provisions of the Indentures. We urge you to read the Indentures because they, not this description, define your rights as holders of Exchange Notes. You may request copies of these agreements at our address set forth under the heading “Where You Can Find More Information”.

Exchange Notes versus Restricted Notes

The terms of the Exchange Notes are substantially identical to those of the outstanding Restricted Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Restricted Notes do not apply to the Exchange Notes.

Brief Description of the Exchange Notes

These Exchange Notes:

•

will be unsecured senior obligations of the Company;

•

will be senior in right of payment to any existing and future Subordinated Obligations of the Company; and

•

will be guaranteed by each Subsidiary Guarantor.

Principal, Maturity and Interest

Floating Rate Exchange Notes

The Company will issue the Floating Rate Exchange Notes in an aggregate principal amount of up to $375 million. The Floating Rate Notes will mature on June 15, 2014. Subject to our compliance with the covenant described under the subheading “—Certain Covenants—Limitation on Indebtedness”, we are permitted to issue more Floating Rate Notes from time to time under the Indenture governing the Floating Rate Notes (the “Additional Floating Rate Notes”). The Floating Rate Notes and the Additional Floating Rate Notes, if any, will be treated as a single class for all purposes of the applicable Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the applicable Indenture and this “Description of the Exchange Notes”, references to the Notes or the Floating Rate Notes include any Additional Floating Rate Notes actually issued.

Interest on the Floating Rate Exchange Notes will accrue at a rate per annum, reset semiannually, equal to LIBOR plus 6.0%, as determined by the calculation agent (the “Calculation Agent”), which shall initially be the Trustee.

Interest on the Floating Rate Exchange Notes will be payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2006. We will make each interest payment to the

holders of record of the Floating Rate Exchange Notes on the immediately preceding June 1 and December 1. We will pay interest on overdue principal at 1% per annum in excess of the rate set forth above and will pay interest on overdue installments of interest at such higher rate to the extent lawful. Interest on the Floating Rate Exchange Notes will accrue from the date of original issuance. Additional interest may accrue on the Floating Rate Exchange Notes in certain circumstances pursuant to the Registration Rights Agreement.

Set forth below is a summary of certain of the defined terms used in the Indenture governing the Floating Rate Notes.

“Determination Date”, with respect to an Interest Period, will be the second London Banking Day preceding the first day of such Interest Period.

“Interest Period” means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include December 15, 2006.

“LIBOR”, with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a six-month period beginning on the second London Banking Day after the Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date. If Telerate Page 3750 does not include such a rate or is unavailable on a Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount of U.S. dollars for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, the rate for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such Determination Date, for loans in a Representative Amount of U.S. dollars to leading European banks for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are so provided, the rate for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then the rate of the Interest Period will be the rate in effect with respect to the immediately preceding Interest Period.

“London Banking Day” is any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

“Representative Amount” means a principal amount of not less than $1,000,000 for a single transaction in the relevant market at the relevant time.

“Telerate Page 3750” means the display designated as “Page 3750” on the Moneyline Telerate service (or such other page as may replace Page 3750 on that service).

The amount of interest for each day that the Floating Rate Notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Floating Rate Notes. The amount of interest to be paid on the Floating Rate Notes for each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period.

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards

(e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

The Calculation Agent will, upon the request of the holder of any Floating Rate Note, provide the interest rate then in effect with respect to the Floating Rate Notes. All calculations made by the Calculation Agent in the absence of manifest error will be conclusive for all purposes and binding on the Company, the Subsidiary Guarantors and the holders of the Floating Rate Notes.

The Company will issue the Floating Rate Exchange Notes in denominations of $1,000 and any integral multiple of $1,000.

Fixed Rate Exchange Notes

The Company will issue the Fixed Rate Exchange Notes in an aggregate principal amount of up to $625 million. The Fixed Rate Notes will mature on June 15, 2016. Subject to our compliance with the covenant described under the subheading “—Certain Covenants—Limitation on Indebtedness”, we are permitted to issue more Fixed Rate Notes from time to time under the Indenture governing the Fixed Rate Notes (the “Additional Fixed Rate Notes”). The Fixed Rate Notes and the Additional Fixed Rate Notes, if any, will be treated as a single class for all purposes of the applicable Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the applicable Indenture and this “Description of the Exchange Notes”, references to the Notes or the Fixed Rate Notes include any Additional Fixed Rate Notes actually issued.

Interest on the Fixed Rate Exchange Notes will accrue at the rate of 10.75% per annum.

Interest on the Fixed Rate Exchange Notes will be payable semiannually in arrears on June 15 and December 15 of each year. We will make each interest payment to the holders of record of the Fixed Rate Exchange Notes on the immediately preceding June 1 and December 1. We will pay interest on overdue principal at 1% per annum in excess of the rate set forth above and will pay interest on overdue installments of interest at such higher rate to the extent lawful. Interest on the Fixed Rate Exchange Notes will accrue from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Additional interest may accrue on the Fixed Rate Exchange Notes in certain circumstances pursuant to the Registration Rights Agreement.

The Company will issue the Fixed Rate Exchange Notes in denominations of $1,000 and any integral multiple of $1,000.

Optional Redemption

Floating Rate Notes

On and after June 15, 2009, we will be entitled at our option to redeem all or a portion of the Floating Rate Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below:


Period	Redemption Price
2009	103.00	%
2010	102.00	%
2011	101.00	%
2012 and thereafter	100.00	%

Prior to June 15, 2009, we will be entitled at our option on one or more occasions to redeem Floating Rate Notes (which includes Additional Floating Rate Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Floating Rate Notes (which includes Additional Floating Rate Notes, if any) issued at a redemption price (expressed as a percentage of principal amount) of 100%, plus a premium equal to the interest rate per annum on the Floating Rate Notes applicable on the date that notice of redemption is given, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that

(1) at least 65% of such aggregate principal amount of Floating Rate Notes (which includes Additional Floating Rate Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Floating Rate Notes held, directly or indirectly, by the Company or its Affiliates); and

(2) each such redemption occurs within 90 days after the date of the related Equity Offering.

Fixed Rate Notes

On and after June 15, 2011, we will be entitled at our option to redeem all or a portion of the Fixed Rate Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below:


Period	Redemption Price
2011	105.375	%
2012	103.583	%
2013	101.792	%
2014 and thereafter	100.00	%

Prior to June 15, 2009, we will be entitled at our option on one or more occasions to redeem Fixed Rate Notes (which includes Additional Fixed Rate Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Fixed Rate Notes (which includes Additional Fixed Rate Notes, if any) issued at a redemption price (expressed as a percentage of principal amount) of 110.75%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that

(1) at least 65% of such aggregate principal amount of Fixed Rate Notes (which includes Additional Fixed Rate Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Fixed Rate Notes held, directly or indirectly, by the Company or its Affiliates); and

(2) each such redemption occurs within 90 days after the date of the related Equity Offering.

Floating Rate Notes and Fixed Rate Notes

Prior to June 15, 2009 (in the case of the Floating Rate Notes) and June 15, 2011 (in the case of the Fixed Rate Notes), we will be entitled at our option to redeem all, but not less than all, of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

“Applicable Premium” means with respect to a Note at any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on June 15, 2009 (in the case of the Floating Rate Notes) or June 15, 2011 (in the case of the Fixed Rate Notes) (such redemption prices being described in the tables above in this “—Optional

Redemption” section, and exclusive of any accrued interest), plus (ii) all required remaining scheduled interest payments due on such Note through June 15, 2009 (in the case of the Floating Rate Notes, assuming that the rate of interest on the Floating Rate Notes for the period from the redemption date through June 15, 2009, will be equal to the rate of interest on the Floating Rate Notes in effect on the date on which the applicable notice of redemption is given) or June 15, 2011 (in the case of the Fixed Rate Notes) (but, in each case, excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the applicable Adjusted Treasury Rate, over (B) the principal amount of such Note on such redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after June 15, 2009 (in the case of the Floating Rate Notes) or June 15, 2011 (in the case of the Fixed Rate Notes), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date, plus 0.50%.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes from the redemption date to June 15, 2009 (in the case of the Floating Rate Notes) or June 15, 2011 (in the case of the Fixed Rate Notes), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to June 15, 2009 (in the case of the Floating Rate Notes) or June 15, 2011 (in the case of the Fixed Rate Notes).

“Comparable Treasury Price” means, with respect to any redemption date, if clause (2) of the Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is obtained by the Trustee, Reference Treasury Dealer Quotations for such redemption date.

“Quotation Agent” means the Reference Treasury Dealer selected by the Trustee after consultation with the Company.

“Reference Treasury Dealer” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. and their respective successors and assigns.

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding such redemption date.

Selection and Notice of Redemption

If we are redeeming less than all of a series of Notes at any time, the Trustee will select Notes of such Series on a pro rata basis to the extent practicable.

We will redeem Notes of $1,000 or less in whole and not in part. We will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. We will issue a new note in a principal amount equal to the unredeemed portion of the original note in the name of the holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

We are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under the captions “—Change of Control” and “—Certain Covenants— Limitation on Sales of Assets and Subsidiary Stock”. We may at any time and from time to time purchase Notes in the open market or otherwise.

Guarantees

The Subsidiary Guarantors will jointly and severally Guarantee, on a senior unsecured basis, our obligations under the Exchange Notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guaranty will be limited as necessary to prevent that Subsidiary Guaranty from constituting a fraudulent conveyance under applicable law. If, however, a Subsidiary Guaranty were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such other indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guaranty could be reduced to zero. See “Risk Factors—Federal and state statutes could allow courts, under specific circumstances, to void the subsidiary guaranties, subordinate claims in respect of the Exchange Notes and require note holders to return payments received from subsidiary guarantors”.

The Exchange Notes will be guaranteed by all of our subsidiaries that guarantee borrowings under the Credit Agreement or certain of our debt.

Each Subsidiary Guarantor that makes a payment under its Subsidiary Guaranty will be entitled upon payment in full of all guaranteed obligations under the applicable Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.

Pursuant to the Indentures, (A) a Subsidiary Guarantor may consolidate with, merge with or into, or transfer all or substantially all its assets to any other Person to the extent described below under “—Certain Covenants—Merger and Consolidation” and (B) the Capital Stock of a Subsidiary Guarantor may be sold or otherwise disposed of to another Person to the extent described below under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock”; provided, however, that in the case of the consolidation, merger or transfer of all or substantially all the assets of such Subsidiary Guarantor, if such other Person is not the Company, a Subsidiary Guarantor or a Receivables Entity, such Subsidiary Guarantor’s obligations under its Subsidiary Guaranty must be expressly assumed by such other Person, except that such assumption will not be required in the case of:

(1) the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary; or

(2) the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor;

in each case other than to the Company or an Affiliate of the Company and as permitted by the applicable Indenture and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition. Upon any sale or disposition described in

clause (1) or (2) above, the obligor on the related Subsidiary Guaranty will be released from its obligations thereunder.

The Subsidiary Guaranty of a Subsidiary Guarantor with respect to a series of Notes also will be released:

(1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under the applicable Indenture;

(2) at such time as (A) any Guarantee by such Subsidiary Guarantor of the obligations under the Credit Agreement and any other Guarantee that resulted in (or would by itself require) the creation of such Subsidiary Guaranty under the applicable Indenture has been released and discharged, except a discharge or release by or as a result of payment under such Guarantee, and (B) such Subsidiary Guarantor does not have any Indebtedness outstanding that resulted in (or would by itself require) the creation of such Subsidiary Guaranty under the applicable Indenture; or

(3) if we exercise our legal defeasance option or our covenant defeasance option as described under “—Defeasance” or if our obligations under the applicable Indenture are discharged in accordance with the terms of such Indenture.

Ranking

Senior Indebtedness versus Exchange Notes

The indebtedness evidenced by the Exchange Notes and the Subsidiary Guaranties will be unsecured and will rank pari passu in right of payment to the Senior Indebtedness of the Company and the Subsidiary Guarantors, as the case may be. Other than capital leases, substantially all of the Senior Indebtedness of the Subsidiary Guarantors consists of their respective guarantees of Senior Indebtedness of the Company under the Credit Agreement and with respect to the Exchange Notes.

The Exchange Notes will be unsecured obligations of the Company. Secured debt and other secured obligations of the Company and the Subsidiary Guarantors (including obligations with respect to the Credit Agreement) will be effectively senior to the Exchange Notes and the Subsidiary Guaranties to the extent of the value of the assets securing such debt or other obligations.

Liabilities of Subsidiaries versus Exchange Notes

A substantial amount of our operations are conducted through our subsidiaries. Certain of our wholly-owned subsidiaries, and substantially all of our non-wholly-owned subsidiaries, are not guaranteeing the Exchange Notes. In addition, as described above under “—Guarantees”, Subsidiary Guaranties may be released under certain circumstances. Also, our future subsidiaries may not be required to guarantee the Exchange Notes. Claims of creditors of such non-guarantor subsidiaries, including trade creditors and creditors holding indebtedness or guarantees issued by such non-guarantor subsidiaries, and claims of preferred stockholders of such non-guarantor subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor subsidiaries over the claims of our creditors, including holders of the Exchange Notes. Accordingly, the Exchange Notes will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of our non-guarantor subsidiaries.

Although the Indentures limit the incurrence of Indebtedness and preferred stock by certain of our subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indentures do not impose any limitation on the incurrence by such subsidiaries of liabilities that are not considered Indebtedness under the Indentures. See “—Certain Covenants—Limitation on Indebtedness”.

Book-Entry, Delivery and Form

Except as set forth below, Exchange Notes will be issued in the form of one or more global securities registered in the name of DTC or its nominee (the “Global Exchange Notes”). Exchange Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000.

Except as set forth below, the Global Exchange Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Exchange Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See “—Exchange of Global Exchange Notes for Certificated Notes”. Except in the limited circumstances described below, owners of beneficial interests in the Global Exchange Notes will not be entitled to receive physical delivery of Notes in certificated form.

Depository Procedures

The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “participants”) and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (collectively, the “indirect participants”). Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

DTC has also advised us that, pursuant to procedures established by it:

(1) upon deposit of the Global Exchange Notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of the Global Exchange Notes; and

(2) ownership of these interests in the Global Exchange Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in the Global Exchange Notes).

Investors in the Global Exchange Notes who are participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Exchange Notes who are not participants may hold their interests therein indirectly through organizations which are participants in such system. All interests in a Global Exchange Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Exchange Note to such Persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a Person having beneficial interests in a Global Exchange Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Exchange Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indentures for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Exchange Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the applicable Indenture. Under the terms of the Indentures, the Company and the Trustee will treat the Persons in whose names the Notes, including the Global Exchange Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the Global Exchange Notes or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the Global Exchange Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Subject to the transfer restrictions set forth under “Notice to Investors”, transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised the Company that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more participants to whose account DTC has credited the interests in the Global Exchange Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Exchange Notes for legended Notes in certificated form, and to distribute such Notes to its participants.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Exchange Notes among participants, it is under no obligation to perform such procedures, and such procedures may be discontinued or changed at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Exchange Notes for Certificated Notes

A Global Exchange Note is exchangeable for Certificated Notes if:

(1) DTC (A) notifies the Company that it is unwilling or unable to continue as depositary for the Global Exchange Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in each case, a successor depositary is not appointed;

(2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(3) there has occurred and is continuing an Event of Default with respect to the Notes.

In all cases, Certificated Notes delivered in exchange for any Global Exchange Note or beneficial interests in Global Exchange Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Notice to Investors”, unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Exchange Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Exchange Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the applicable Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes. See “Notice to Investors”.

Same Day Settlement and Payment

The Company will make payments in respect of the Notes represented by the Global Exchange Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its successor as depositary. The Company will make all payments of principal, interest and premium and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such Holder’s registered address. The Notes represented by the Global Exchange Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Registration Rights Agreement

We have agreed pursuant to the Registration Rights Agreement that we will, subject to certain exceptions,

(1) on or prior to the day (the “Filing Date”) that is 30 days after the Company is required under the Exchange Act to file its Report on Form 10-K with the SEC for the fiscal year ending December 31, 2006 (after giving effect to all applicable extensions under the Exchange Act), file a registration statement with the SEC with respect to a registered offer to exchange each series of Restricted Notes for Exchange Notes of the Company having terms substantially identical in all material respects to such series of Notes (except that the Exchange Notes will not contain transfer restrictions, registration rights or certain additional interest provisions);

(2) use our reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act no later than 180 days after the Filing Date;

(3) as soon as practicable after the effectiveness of the this Registration Statement (the “Effectiveness Date”), offer the Exchange Notes in exchange for surrender of the applicable Restricted Notes; and

(4) keep the Exchange Offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the Restricted Notes.

In the event that:

(1) applicable interpretations of the staff of the SEC do not permit us to effect such a Exchange Offer; or

(2) for any other reason we do not consummate the Exchange Offer with respect to a series of Restricted Notes within 220 days of the Filing Date; or

(3) an initial purchaser of the Restricted Notes shall notify us following consummation of the Exchange Offer that Restricted Notes held by it are not eligible to be exchanged for Exchange Notes in the Exchange Offer; or

(4) certain holders are prohibited by law or SEC policy from participating in the Exchange Offer or may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without delivering a prospectus (or an effective notice under Rule 173 under the Securities Act),

then, we will, subject to certain exceptions,

(5) promptly file a shelf registration statement (the “Shelf Registration Statement”) with the SEC covering resales of the applicable series of Restricted Notes or the Exchange Notes, as the case may be;

(6)(A) in the case of clause (1) above, use our reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the Filing Date and (B) in the case of clause (2), (3) or (4) above, use our reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; and

(7) keep the Shelf Registration Statement effective until the earliest of (A) the time when the applicable Notes covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (B) two years from the date on which the Restricted Notes were issued and (C) the date on which all Exchange Notes registered thereunder are disposed of in accordance therewith.

We will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the Restricted Notes or the Exchange Notes, as the case may be. A holder selling such Restricted Notes or Exchange Notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus (or an effective notice under Rule 173 under the Securities Act) to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such holder (including certain indemnification obligations).

We may require each holder requesting to be named as a selling security holder to furnish to us such information regarding the holder and the distribution of the Notes by the holder as we may from time to time reasonably require for the inclusion of the holder in the Shelf Registration Statement, including requiring the holder to properly complete and execute such selling security holder notice and questionnaires, and any amendments or supplements thereto, as we may reasonably deem necessary or appropriate. We may refuse to name any holder as a selling security holder that fails to provide us with such information.

If we effect the Exchange Offer with respect to a series of Notes, we will be entitled to close the Exchange Offer 30 days after the commencement thereof provided that we have accepted all Notes of such series theretofore validly tendered in accordance with the terms of the Exchange Offer.

Change of Control

Upon the occurrence of any of the following events (each a “Change of Control”), each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date):

(1) the Company becomes aware that any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company;

(2) at any time during any period of up to 24 consecutive months, commencing on the Issue Date, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office;

(3) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution; or

(4) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person, other than a transaction following which (i) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (ii) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Notes and a Subsidiary of the transferor of such assets.

Within 30 days following any Change of Control, we will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:

(1) that a Change of Control has occurred and that such Holder has the right to require us to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);

(2) the circumstances and relevant facts and financial information regarding such Change of Control;

(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

(4) the instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes purchased.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the applicable Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of

Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the Initial Purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indentures, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Limitation on Indebtedness”, “—Limitation on Liens” and “—Limitation on Sale/Leaseback Transactions”. Such restrictions can only be waived under each Indenture with the consent of the holders of a majority in principal amount of the Notes of the applicable series then outstanding. Except for the limitations contained in such covenants, however, the Indentures will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

Subject to certain exceptions, the Credit Agreement prohibits us from purchasing any Notes pursuant to a Change of Control Offer, and also provides that the occurrence of certain change of control events with respect to the Company would constitute a default thereunder. In the event a Change of Control occurs at a time when we are prohibited from purchasing Notes, we may seek the consent of our lenders to the purchase of Notes or may attempt to refinance the borrowings that contain such prohibition. If we do not obtain such a consent or repay such borrowings, we will remain prohibited from purchasing Notes. In such case, our failure to offer to purchase Notes would constitute a Default under the Indentures, which would, in turn, constitute a default under the Credit Agreement.

Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require us to repurchase their Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of Notes following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Company to any Person. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder of Notes may require the Company to make an offer to repurchase the Notes as described above.

The provisions under each Indenture relative to our obligation to make an offer to repurchase the Notes issued thereunder as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of such Notes.

Certain Covenants

Each Indenture contains covenants including, among others, those summarized below.

Limitation on Indebtedness

(a) The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Company and the Subsidiary Guarantors will be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis the Consolidated Coverage Ratio exceeds 2.0 to 1.

(b) Notwithstanding the foregoing paragraph (a), the Company and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness:

(1) Indebtedness Incurred pursuant to the Credit Agreement; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed $2,550 million less the sum of all principal payments with respect to such Indebtedness made pursuant to paragraph (a)(3)(A) of, and in satisfaction of, the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock”;

(2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guaranty;

(3) the Notes (excluding any Additional Floating Rate Notes and any Additional Fixed Rate Notes);

(4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this covenant);

(5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant;

(6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3), (4) or (5) or this clause (6);

(7) Hedging Obligations directly related to Indebtedness permitted to be Incurred by the Company and its Restricted Subsidiaries pursuant to such Indenture or entered into in the ordinary course of business and not for speculative purposes;

(8) obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;

(9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within three Business Days of its Incurrence;

(10) Indebtedness consisting of the Subsidiary Guaranty of a Subsidiary Guarantor and any Guarantee by the Company or a Subsidiary Guarantor of Indebtedness or other obligations of the Company or any Restricted Subsidiary (other than Indebtedness Incurred pursuant to clause (5) above) so long as the

Incurrence of such Indebtedness or other obligations by the Company or such Restricted Subsidiary is permitted under the terms of the Indenture;

(11)(A) Purchase Money Indebtedness, (B) Capital Lease Obligations and (C) Attributable Debt, and Refinancing Indebtedness in respect thereof, in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (11) and then outstanding, does not exceed 10% of Consolidated Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter ending at least 45 days prior thereto;

(12) Attributable Debt, and Refinancing Indebtedness in respect thereof, in respect of Specified Sale/Leaseback Transactions in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, does not exceed 10% of Consolidated Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter ending at least 45 days prior thereto;

(13) Indebtedness Incurred by a Receivables Entity in a Qualified Receivables Transaction;

(14) Preferred Stock issued by any Restricted Subsidiary formed to operate a single health care facility; provided that the amount of such Preferred Stock, when added to the aggregate amount of all other such Preferred Stock of Restricted Subsidiaries then outstanding, does not exceed 1% of Consolidated Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter ending at least 45 days prior thereto; and

(15) Indebtedness of the Company or of any of its Restricted Subsidiaries in an aggregate principal amount that, when taken together with all other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (14) above or paragraph (a)) does not exceed $125 million.

(c) Notwithstanding the foregoing, neither the Company nor any Subsidiary Guarantor will incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Notes or the applicable Subsidiary Guaranty to at least the same extent as such Subordinated Obligations.

(d) For purposes of determining compliance with this covenant:

(1) all Indebtedness outstanding under the Credit Agreement on the Issue Date will be treated as Incurred under clause (1) of paragraph (b) above;

(2) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, will classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses (provided that any Indebtedness originally classified as Incurred pursuant to any of clauses (b)(2) through (b)(15) above may later be reclassified as having been Incurred pursuant to paragraph (a) or any other of clauses (b)(2) through (b)(15) above to the extent that such reclassified Indebtedness could be Incurred pursuant to paragraph (a) or one of clauses (b)(2) through (b)(15) above, as the case may be, if it were Incurred at the time of such reclassification); and

(3) the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above.

Limitation on Restricted Payments

(a) The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

(1) a Default shall have occurred and be continuing (or would result therefrom);

(2) the Company is not entitled to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness”; or

(3) the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date would exceed the sum of (without duplication):

(A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

(B) 100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by the Company from its shareholders subsequent to the Issue Date; plus

(C) the amount by which Indebtedness of the Company is reduced on the Company’s balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus

(D) an amount equal to the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person; plus

(E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, except to the extent that the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (10) of the next succeeding paragraph or to the extent that such Investment constituted a Permitted Investment; plus

(F) $50 million.

(b) The preceding provisions will not prohibit:

(1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided, however, that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so

used for such Restricted Payment) shall be excluded in the calculation of amounts under clause (3)(B) of paragraph (a) above;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of, Indebtedness of such Person that is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness”; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;

(3) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

(4) so long as no Default has occurred and is continuing, the purchase, redemption or other acquisition of shares of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved or ratified by the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such Restricted Payments (excluding amounts representing cancellation of Indebtedness) shall not exceed $5,000,000 in any calendar year (provided that (A) if the Company and its Restricted Subsidiaries make less than $5,000,000 in the aggregate of such Restricted Payments in any calendar year, the unused amount for such calendar year may be carried over to the next succeeding calendar year (but not any other calendar year thereafter) and (B) the amount payable in any calendar year may be increased by an amount up to the sum of (i) the amount of cash proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company to employees, former employees, directors or former directors of the Company or any of its Subsidiaries, to the extent that the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3)(B) of paragraph (a) of this covenant, plus (ii) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date, less (iii) the amount of repurchases and other acquisitions previously made with the cash proceeds described in clauses (i) and (ii) above); provided, further, however, that (x) such repurchases and other acquisitions shall be excluded in the calculation of the amount of Restricted Payments and (y) cash proceeds referred to in clause (B)(i) above used to make Restricted Payments under this clause (4) shall be excluded in the calculation of amounts under clause (3)(B) of paragraph (a) above;

(5)(A) the declaration and payment of dividends on the Convertible Preferred Stock, and other cash payments at any time to reduce any accretion in the liquidation preference resulting from previously unpaid dividends on the Convertible Preferred Stock, in each case in accordance with the terms thereof in effect on the Issue Date and (B) the declaration and payments of dividends on Disqualified Stock issued pursuant to the covenant described under “—Limitation on Indebtedness”; provided, however, in each case, that at the time of payment of such dividend or other cash payment, no Default shall have occurred and be continuing (or result therefrom); provided, further, however, that dividends and cash payments referred to in this clause (5) shall be excluded in the calculation of the amount of Restricted Payments;

(6) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; provided, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;

(7) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading; provided, further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

(8) in the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or any Subsidiary Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Obligations, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company (or a third party to the extent permitted by such Indenture) has made a Change of Control Offer with respect to the Notes as a result of such Change of Control and has repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer; provided, further, however, that such payments, purchases, redemptions, defeasances or other acquisitions or retirements shall be excluded in the calculation of the amount of Restricted Payments;

(9) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under clause (2) of paragraph (b) of the covenant described under “—Limitation on Indebtedness”; provided, however, that no Default has occurred and is continuing or would otherwise result therefrom; provided, further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments; or

(10) Restricted Payments in an amount that, when taken together with all Restricted Payments made pursuant to this clause (10), does not exceed $50 million; provided, however, that (A) at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom) and (B) such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments.

The amount of any Restricted Payment that is not made in cash shall be determined in a manner consistent with the determination of the amount of an Investment as set forth in the final sentence of the first paragraph of the definition of “Investment”.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except:

(1) with respect to clauses (a), (b) and (c),

(A) any encumbrance or restriction pursuant to applicable law, rule, regulation or order or an agreement in effect at or entered into on the Issue Date;

(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;

(C) any encumbrance or restriction pursuant to any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement referred to in clause (A) or (B) above; provided, however, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is no more restrictive, as reasonably determined by the Company, with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(D) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(E) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(F) any limitation or prohibition on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;

(G) any encumbrance or restriction existing under or by reason of contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Entity; and

(2) with respect to clause (c) only,

(A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and

(B) any encumbrance or restriction contained in Capital Lease Obligations, any agreement governing Purchase Money Indebtedness, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such Capital Lease Obligations, Purchase Money Indebtedness, security agreements or mortgages.

Limitation on Sales of Assets and Subsidiary Stock

(a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

(1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition;

(2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; provided, however, that this clause (2) shall not apply to the sale or other disposition of the Company’s diagnostic division; and

(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition, other than any Asset Disposition that constitutes (i) a Syndication or a resyndication transaction in the ordinary course of business or (ii) a Specified Sale/Leaseback Transaction, is applied by the Company (or such Restricted Subsidiary, as the case may be)

(A) to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

(B) to the extent the Company elects (including with respect to the balance of such Net Available Cash after application (if any) in accordance with clause (A)), to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and

(C) to the extent of the balance of such Net Available Cash after application (if any) in accordance with clauses (A) and (B), to make an offer to the holders of the Notes (and to holders of other Senior

Indebtedness of the Company designated by the Company) to purchase Notes (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in the applicable Indenture;

provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness made to satisfy clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20 million. Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness.

For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

(1) the assumption or discharge of any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of such assets and for which the Company and all of the Restricted Subsidiaries have been released by all creditors in writing;

(2) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary within 180 days into cash, to the extent of cash received in that conversion;

(3) all Temporary Cash Investments; and

(4) any Designated Noncash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value) $30 million.

(b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of the Company) pursuant to clause (a)(3)(C) above, the Company will purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other Senior Indebtedness) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the applicable Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an offer to purchase Notes (and other Senior Indebtedness of the Company) pursuant to this covenant if the Net Available Cash available therefor is less than $20 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such offer.

(c) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to

this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of its compliance with such securities laws or regulations.

Limitation on Affiliate Transactions

(a) The Company will not, and will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) unless:

(1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;

(2) if such Affiliate Transaction involves an amount in excess of $10 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and

(3) if such Affiliate Transaction involves an amount in excess of $50 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate.

(b) The provisions of the preceding paragraph (a) will not prohibit:

(1) any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to the covenant described under “—Limitation on Restricted Payments”;

(2) any employment or consulting agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business or approved by the Board of Directors, and payments pursuant thereto;

(3) loans or advances to employees in the ordinary course of business of the Company or its Restricted Subsidiaries, but in any event not to exceed $10 million in the aggregate outstanding at any one time;

(4) the payment of reasonable fees or other reasonable compensation to, or the provision of customary benefits or indemnification arrangements to, directors of the Company and its Restricted Subsidiaries;

(5) any transaction with the Company, a Restricted Subsidiary or any Person that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary or Person;

(6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company;

(7) any agreement as in effect on the Issue Date and described in the offering memorandum for the Notes or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable in any material respect to the Company or the Restricted Subsidiaries) and the transactions evidenced thereby;

(8) the provision of services to directors or officers of the Company or any of its Restricted Subsidiaries of the nature provided by the Company or any of its Restricted Subsidiaries to customers in the ordinary course of business; and

(9) transactions effected as a part of a Qualified Receivables Transaction.

Limitation on Liens

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

Limitation on Sale/Leaseback Transactions

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

(1) the Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to the covenant described under “—Limitation on Indebtedness” and (B) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Notes pursuant to the covenant described under “—Limitation on Liens”;

(2) the gross proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the Fair Market Value of such property; and

(3) the Company applies the proceeds of such transaction in compliance with the covenant described under “—Limitation on Sale of Assets and Subsidiary Stock”.

Merger and Consolidation

(a) The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and such Indenture;

(2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

(3) immediately after giving pro forma effect to such transaction, (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness” or (B) the Consolidated Coverage Ratio for the Successor Company would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and

(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with such Indenture,

provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company (so long as no Capital Stock of the Company is distributed to any Person) or (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under such Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

(b) The Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1) except in the case of a Subsidiary Guarantor (x) that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary of the Company, in both cases, if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty;

(2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

(3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with such Indenture.

Future Guarantors

The Company will cause each Restricted Subsidiary that (a) Guarantees any Indebtedness of the Company or any Subsidiary Guarantor (other than Indebtedness permitted to be Incurred pursuant to clause (2), (8) or (9) of paragraph (b) of the covenant described under “—Limitation on Indebtedness”) or (b) Incurs any Indebtedness other than Eligible Indebtedness, to, at the same time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in such Indenture.

SEC Reports

Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (subject to the next sentence) and provide the Trustee and Noteholders

with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Defaults

Each of the following is an Event of Default under the Indenture governing the Floating Rate Notes and the Fixed Rate Notes, as the case may be:

(1) a default in the payment of interest on the Notes when due, continued for 30 days;

(2) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3) the failure by the Company to comply with its obligations under “—Certain Covenants—Merger and Consolidation” above;

(4) the failure by the Company or any Subsidiary Guarantor to comply for 60 days after notice with its agreements contained in such Indenture;

(5) Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $50 million (the “cross acceleration provision”);

(6) certain events of bankruptcy, insolvency or reorganization of the Company, a Subsidiary Guarantor or any Significant Subsidiary (the “bankruptcy provisions”);

(7) any judgment or decree for the payment of money in excess of $50 million is entered against the Company, a Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment and is not discharged, waived or effectively stayed (the “judgment default provision”); or

(8) a Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guaranty) or a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty.

However, a default under clause (4) will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of the outstanding Notes of such series notify the Company of the default and the Company does not cure such default within the time specified after receipt of such notice.

If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes of such series may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes of a series may rescind any such acceleration with respect to the Notes of such series and its consequences.

In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes of a series pursuant to the optional redemption provisions of such Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes of such series.

Subject to the provisions of the Indentures relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the applicable Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a Note may pursue any remedy with respect to the applicable Indenture or the Notes unless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in principal amount of the outstanding Notes of such series have requested the Trustee to pursue the remedy;

(3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) holders of a majority in principal amount of the outstanding Notes of such series have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes of a series are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or such Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder of a Note or that would involve the Trustee in personal liability.

If a Default occurs, is continuing and is known to the Trustee, the Trustee must mail to each holder of the Notes of the applicable series notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is not opposed to the interest of the holders of the applicable Notes. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. We are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event that would constitute certain Defaults, their status and what action we are taking or propose to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, each Indenture may be amended with the consent of the holders of a majority in principal amount of the Notes of the applicable series then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange for, the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes of such series then outstanding. However, without the consent of each holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things:

(1) reduce the amount of Notes whose holders must consent to an amendment;

(2) reduce the rate of or extend the time for payment of interest on any Note;

(3) reduce the principal of or change the Stated Maturity of any Note;

(4)(i) reduce the amount payable upon the redemption of any Note or (ii) change the time at which any Note may be redeemed, in each case as described under “—Optional Redemption” above;

(5) make any Note payable in money other than that stated in the Note;

(6) impair the right of any holder of the Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;

(7) make any change in the amendment provisions that require each holder’s consent or in the waiver provisions;

(8) make any change in the ranking or priority of any Note that would adversely affect the Noteholders; or

(9) make any change in, or release other than in accordance with the applicable Indenture, any Subsidiary Guaranty that would adversely affect the Noteholders.

Notwithstanding the preceding, without the consent of any holder of the Notes, the Company, the Subsidiary Guarantors and Trustee may amend the applicable Indenture:

(1) to cure any ambiguity, omission, defect or inconsistency;

(2) to provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under such Indenture;

(3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(4) to add Guarantees with respect to the Notes, including any Subsidiary Guaranties, or to secure the Notes;

(5) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary Guarantor;

(6) to make any change that does not adversely affect the rights of any holder of the Notes;

(7) to conform the text of such Indenture or the Notes to any provision of this “Description of the Exchange Notes” to the extent that such provision in this “Description of the Exchange Notes” was intended to be a verbatim recitation of a provision of such Indenture or the Exchange Notes;

(8) to comply with any requirement of the SEC in connection with the qualification of such Indenture under the Trust Indenture Act; or

(9) to make any amendment to the provisions of such Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with such Indenture as so amended would not result in Notes

being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

The consent of the holders of the Notes is not necessary under the Indentures to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under an Indenture becomes effective, we are required to mail to holders of the Notes of such series a notice briefly describing such amendment. However, the failure to give such notice to all holders of such Notes, or any defect therein, will not impair or affect the validity of the amendment.

Neither the Company nor any Affiliate of the Company may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of an Indenture or the Notes of a series unless such consideration is offered to all Holders of such Notes and is paid to all Holders of such Notes that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

Transfer

The Exchange Notes will be issued in registered form and will be transferable only upon the surrender of the Exchange Notes being transferred for registration of transfer. We may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Satisfaction and Discharge

When we (1) deliver to the Trustee all outstanding Notes of a series for cancellation or (2) all outstanding Notes of a series have become due and payable, whether at maturity or on a redemption date as a result of the mailing of notice of redemption, and, in the case of clause (2), we irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of a series, including interest thereon to maturity or such redemption date, and if in either case we pay all other sums payable under the applicable Indenture by us, then such Indenture shall, subject to certain exceptions, cease to be of further effect.

Defeasance

At any time, we may terminate all our obligations under the Notes of a series and the applicable Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes.

In addition, at any time we may terminate our obligations under “—Change of Control” and under the covenants described under “—Certain Covenants” (other than the covenant described under “—Merger and Consolidation”), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Subsidiary Guarantors and Significant Subsidiaries and the judgment default provision described under “—Defaults” above and the limitations contained in clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above (“covenant defeasance”).

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option with respect to a series of Notes, payment of the Notes of such series may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option with respect to a series of Notes, payment of the Notes of such series may not be accelerated because of an Event of Default specified in clause (4), (5), (6) (with respect only to Significant Subsidiaries and

Subsidiary Guarantors) or (7) under “—Defaults” above or because of the failure of the Company to comply with clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above. If we exercise our legal defeasance option or our covenant defeasance option with respect to a series of Notes, each Subsidiary Guarantor under the applicable Indenture will be released from all of its obligations with respect to its Subsidiary Guaranty in respect of such Notes.

In order to exercise either of our defeasance options with respect to a series of Notes, we must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes of such series to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the Notes of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law).

Concerning the Trustee

The Bank of Nova Scotia Trust Company of New York is the Trustee under each of the Indentures and has been appointed by the Company as Registrar and Paying Agent with regard to the Notes.

The Indentures contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Holders of a majority in principal amount of the outstanding Notes of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the applicable Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of such Indenture.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor will have any liability for any obligations of the Company or any Subsidiary Guarantor under the Notes, any Subsidiary Guaranty or the Indentures or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. Federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indentures and the Notes are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Additional Assets” means:

(1) any property or assets used in a Related Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. No Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Entity makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);

(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or

(3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary (other than, in the case of clauses (1), (2) and (3) above,

(A) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;

(B) for purposes of the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” only, a disposition that constitutes a Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof) that is not prohibited by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or that constitutes a Permitted Investment;

(C) a disposition of all or substantially all the assets of the Company in accordance with the covenant described under “—Certain Covenants—Merger and Consolidation”;

(D) a disposition of assets with a Fair Market Value of less than or equal to $2 million;

(E) sales of damaged, worn-out or obsolete equipment or assets in the ordinary course of business that, in the Company’s reasonable judgment, are no longer either used or useful in the business of the Company or its Subsidiaries;

(F) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;

(G) sales of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity;

(H) transfers of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Entity in a Qualified Receivables Transaction;

(I) leases or subleases to third Persons in the ordinary course of business that do not interfere in any material respect with the business of the Company or any of its Restricted Subsidiaries;

(J) a disposition of cash or Temporary Cash Investments; and

(K) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien)).

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in the lease, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/ Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”.

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

(1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by

(2) the sum of all such payments.

“Birmingham Hospital Transaction” means, collectively, the sale of the Downtown Birmingham Medical Center and, to the extent required in connection therewith, the acquisition of, and the buyout of leases with respect to, such property and Sale/Leaseback Transactions with Healthcare Realty Trust Incorporated and DR Acquisition of Alabama, Inc., in each case to the extent consummated on or prior to September 10, 2006.

“Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board.

“Business Day” means each day which is not a Legal Holiday.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of the covenant described under “—Certain Covenants—Limitation on Liens”, a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.

“Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Captive Insurance Subsidiary” means HCS, Ltd., a Cayman Islands entity, and any successor to it, and any other Subsidiary formed for the purpose of facilitating self-insurance programs of the Company and its Subsidiaries.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consolidated Amortization Expense” means, for any Person for any period, the amortization expense of such Person and its Restricted Subsidiaries for such period (to the extent included in the computation of Consolidated Net Income of such Person), determined on a consolidated basis in accordance with GAAP, excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (a) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending at least 45 days prior to the date of such determination to (b) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

(1) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness (and the application of the proceeds thereof) as if such Indebtedness had been Incurred on the first day of such period;

(2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(4) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, that constitutes a hospital or other health care-related business or all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period; and

(5) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company (and shall include any applicable Pro Forma Cost Savings). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness).

If any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was incurred solely for working capital purposes.

“Consolidated Depreciation Expense” means, for any Person for any period, the depreciation expense of such Person and its Restricted Subsidiaries for such period (to the extent included in the computation of Consolidated Net Income of such Person), determined on a consolidated basis in accordance with GAAP.

“Consolidated Income Tax Expense” means, for any Person for any period, the provision for taxes based on income and profits of such Person and its Restricted Subsidiaries to the extent such provision for income taxes was deducted in computing Consolidated Net Income of such Person for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, net of interest income of the Company and its consolidated Restricted Subsidiaries (other than interest income of any Captive Insurance Subsidiary that is a Restricted Subsidiary), plus, to the extent not included in the calculation of total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication:

(1) interest expense attributable to Capital Lease Obligations;

(2) amortization of debt discount;

(3) capitalized interest;

(4) non-cash interest expense;

(5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(6) net payments made or received pursuant to Hedging Obligations;

(7) dividends accrued in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted Subsidiary, in each case held by Persons other than the Company or a Wholly Owned Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company); provided, however, that such dividends will be multiplied by a fraction the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the chief financial officer of the Company in good faith);

(8) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary; and

(9) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust.

“Consolidated Net Income” means, for any period, the net income of the Company and its consolidated Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income:

(1) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

(A) subject to the exclusion contained in clause (4) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); and

(B) the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary;

(2) any net income (or loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction (or any transaction accounted for in a manner similar to a pooling of interests) for any period prior to the date of such acquisition;

(3) any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(A) subject to the exclusion contained in clause (4) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and

(B) the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

(4) any gain (or loss) realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(5) any net income or net losses from discontinued operations;

(6) extraordinary gains or losses; and

(7) the cumulative effect of a change in accounting principles,

in each case, for such period. Notwithstanding the foregoing, for the purposes of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D) or (a)(3)(E) thereof.

“Consolidated Tangible Assets” as of any date means the total assets of the Company and its Restricted Subsidiaries (excluding any assets that would be classified as “intangible assets” under GAAP) on a consolidated basis at such date, as determined in accordance with GAAP, less (i) all write-ups subsequent to the Issue Date in the book value of any asset owned by the Company or any of its Restricted Subsidiaries and (ii) Investments in and assets of Unrestricted Subsidiaries.

“Convertible Preferred Stock” means the Company’s Series A Convertible Perpetual Preferred Stock issued and outstanding on the Issue Date.

“Credit Agreement” means the Credit Agreement dated as of March 10, 2006, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and the other lenders and agents party thereto from time to time, together with the related documents thereto (including the term loans and revolving loans thereunder, any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders (including by means of sales of debt securities to institutional investors).

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Noncash Consideration” means noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is designated by the Company as Designated Noncash Consideration, less the amount of cash or cash equivalents received in connection with a subsequent sale of such Designated Noncash Consideration, which cash and cash equivalents shall be considered Net Available Cash received as of such date and shall be applied pursuant to the covenant described under “Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock”.

“Digital Hospital” means the planned 219-bed acute care hospital located on Highway 280 in Birmingham, Alabama as replacement for the HealthSouth Medical Center.

“Digital Hospital Transaction” means any sale or other related disposition of real property (and any improvements thereon) involving the Digital Hospital.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

(3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the date that is 91 days after the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the date that is 91 days after the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” and “—Certain Covenants—Change of Control”.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were

redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to such Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person. The Convertible Preferred Stock, based on the terms thereof in effect on the Issue Date, is not Disqualified Stock.

“EBITDA” of any Person for any period means Consolidated Net Income of such Person for such period plus, without duplication, the sum for such Person of the following to the extent deducted in calculating Consolidated Net Income for such period:

(1) Consolidated Income Tax Expense,

(2) Consolidated Depreciation Expense,

(3) Consolidated Amortization Expense,

(4) Consolidated Interest Expense,

(5) all other non-cash items or non-recurring non-cash items reducing Consolidated Net Income of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP (including non-cash charges incurred as a result of the application of SFAS No. 123(R); provided that cash expenditures made in respect of items to which the charges referred to in this clause (5) relate in an aggregate amount in excess of $10,000,000 for any period of four consecutive fiscal quarters shall be deducted in determining EBITDA for the period during which such expenditures are made,

(6) any restructuring charges in respect of legal fees associated with the government, class-action and shareholder derivative litigation described in the Company’s Report on Form 10-K for the fiscal year ended December 31, 2005,

(7) fees, costs and expenses related to the Recapitalization Transactions,

(8) any losses from discontinued operations and closed locations,

(9) costs and expenses related to the settlement of the Shareholder Litigation, and

(10) charges in respect of professional fees for reconstruction and restatement of financial statements (including matters related to internal controls and documentation) that relate to the fiscal years ended December 31, 2000, 2001, 2002, 2003, 2004 and 2005 and the fiscal quarters occurring during such fiscal years,

in each case determined on a consolidated basis in accordance with GAAP, less all unusual non-cash items or non-recurring non-cash items to the extent increasing Consolidated Net Income of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.

“Eligible Indebtedness” means any Indebtedness other than:

(1) Indebtedness in the form of, or represented by, bonds (other than surety bonds, indemnity bonds, performance bonds or bonds of a similar nature) or other securities or any Guarantee thereof; and

(2) Indebtedness that is, or may be, quoted, listed or purchased and sold on any stock exchange, automated trading system or over-the-counter or other securities market (including, without prejudice to the

generality of the foregoing, the market for securities eligible for resale pursuant to Rule 144A under the Securities Act).

“Equity Offering” means any public or private sale of Capital Stock (other than Disqualified Stock) of the Company, other than public offerings with respect to the Company’s common stock registered on Form S-8 under the Securities Act and other than issuances to any Subsidiary of the Company.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the debt securities of the Company issued pursuant to the applicable Indenture in exchange for, and in an aggregate principal amount equal to, the Notes issued thereunder, in compliance with the terms of the Registration Rights Agreement.

“Fair Market Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s-length, free market transaction, for cash, between a willing and able buyer and an unaffiliated willing seller, neither of whom is under undue pressure or compulsion to complete the transaction, as such price is determined in good faith by (1) the Chief Financial Officer, the Treasurer or the Chief Accounting Officer of the Company (unless otherwise provided in the applicable Indenture) for transactions valued at, or below, $10 million, or (2) the Board of Directors of the Company (unless otherwise provided in the applicable Indenture) for transactions valued in excess of $10 million.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in:

(1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

(2) statements and pronouncements of the Financial Accounting Standards Board;

(3) such other statements by such other entity as approved by a significant segment of the accounting profession; and

(4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guaranty Agreement” means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees the Company’s obligations with respect to the Notes on the terms provided for in each Indenture.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with “—Certain Covenants—Limitation on Indebtedness”:

(1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;

(2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and

(3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Indebtedness will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by Notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

(2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;

(3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business);

(4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

(5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with the applicable Indenture (but excluding, in each case, any accrued dividends);

(6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such property or assets and the amount of the obligation so secured; and

(8) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude indemnification, purchase price adjustment,

holdback and contingency payment obligations to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates.

“Interim Loan Agreement” means the Interim Loan Agreement dated as of March 10, 2006, among the Company, the subsidiary guarantors named therein, the lenders named therein and the administrative agent named therein.

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its Fair Market Value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted Payment” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”:

(1) “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

“Issue Date” means June 14, 2006.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:

(1) all legal, title and recording tax expenses, commissions and other fees and expenses incurred (including legal, accounting and investment banking fees and commissions), and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition;

(4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition; and

(5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Available Cash will be increased by any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary.

“Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the documentation governing such Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

(1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

(2) another Person if, as a result of such Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business;

(3) cash and Temporary Cash Investments;

(4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6) loans or advances to officers, directors and employees made in the ordinary course of business of the Company or such Restricted Subsidiary;

(7) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;

(8) any Person to the extent such Investment represents the non-cash portion of the consideration received for (A) an Asset Disposition as permitted pursuant to the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” or (B) a disposition of assets not constituting an Asset Disposition;

(9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (A) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;

(11) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under the covenant described under “—Certain Covenants—Limitation on Indebtedness”;

(12) any Person to the extent such Investment exists on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

(13) any Person arising from the transfer of assets made pursuant to the Digital Hospital Transaction;

(14) a Receivables Entity, or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any related Indebtedness; provided, however, that any Investment in a Receivables Entity is in the form of a purchase money note, contribution of additional receivables or an equity interest; or

(15) Persons to the extent such Investments, when taken together with all other Investments made pursuant to this clause (15) and outstanding on the date such Investment is made, do not exceed 7.5% of Consolidated Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter ending at least 45 days prior thereto.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, performance bonds or obligations of a like nature or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

(3) Liens for taxes, assessments or other governmental charges or claims, in each case not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

(4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(7) Liens to secure (i) Indebtedness permitted pursuant to clause (b)(1) under “—Certain Covenants—Limitation on Indebtedness” and (ii) Attributable Debt in respect of Specified Sale/ Leaseback Transactions; provided, however, that the Liens referred to in this clause (ii) may not extend to any assets or property other than the assets and property subject to the Specified Sale/Leaseback Transaction;

(8) Liens existing on the Issue Date (other than Liens referred to in the foregoing clause (7)(i));

(9) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(10) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of

such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Wholly Owned Subsidiary of such Person;

(12) Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be Incurred under such Indenture;

(13) any Lien on accounts receivable and related assets of the types specified in the definition of “Qualified Receivables Transaction” incurred in connection with a Qualified Receivables Transaction;

(14) Liens in favor of the Company or the Subsidiary Guarantors;

(15) leases, subleases, licenses or sublicenses granted to third parties entered into in the ordinary course of business which do not materially interfere with the conduct of the business of the Company and the Restricted Subsidiaries and which do not secure any Indebtedness;

(16) Liens securing judgments, decrees, orders or awards for the payment of money not constituting an Event of Default in respect of which the Company shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or in respect of which the period within which such appeal or proceedings may be initiated shall not have expired;

(17) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (6), (7)(ii), (8), (9) or (10); provided, however, that:

(A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (6), (7)(ii), (8), (9) or (10) at the time the original Lien became a Permitted Lien and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and

(18) other Liens securing Indebtedness to the extent such Indebtedness, when taken together with all other Indebtedness secured by Liens Incurred pursuant to this clause (18) and outstanding on the date such other Lien is Incurred, does not exceed 5% of Consolidated Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter ending at least 45 days prior thereto.

Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (6), (9) or (10) above to the extent such Lien applies to any Additional Assets acquired directly or indirectly from Net Available Cash pursuant to the covenant described under “—Certain Covenants—Limitation on Sale of Assets and Subsidiary Stock”. For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Pro Forma Cost Savings” means, with respect to any period, the reduction in costs that were

(1) directly attributable to an asset acquisition and calculated on a basis that is consistent with Regulation S-X under the Securities Act in effect and applied as of the Issue Date, or

(2) implemented by the business that was the subject of any such asset acquisition within the six months prior to or following the date of the asset acquisition and that are supportable and quantifiable by the underlying accounting records of such business,

as if, in the case of each of clause (1) and (2), all such reductions in costs had been effected as of the beginning of such period.

“Purchase Money Indebtedness” means Indebtedness (1) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds or similar Indebtedness, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed, and (2) Incurred to finance the acquisition by the Company or a Restricted Subsidiary of such asset, including additions and improvements, in the ordinary course of business, provided, however, that any Lien arising in connection with any such Indebtedness shall be limited to the specific asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; provided, further, however, that such Indebtedness is Incurred within 180 days after such acquisition of such assets.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

(1) a Receivables Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) or

(2) any other Person (in the case of a transfer by a Receivables Entity),

or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable; provided, however, that the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the chief financial officer of the Company).

The grant of a security interest in any accounts receivable of the Company or any of its Restricted Subsidiaries to secure Indebtedness permitted pursuant to clause (1) of paragraph (b) under “—Certain Covenants—Limitation on Indebtedness” shall not be deemed a Qualified Receivables Transaction.

“Recapitalization Transactions” means the offering of Convertible Preferred Stock completed on or about March 7, 2006, the borrowing of loans under the Interim Loan Agreement and the Credit Agreement on March 10, 2006, and the use of the proceeds thereof to (A) complete the tender offer for the Company’s then-existing senior Notes and senior subordinated Notes and (B) prepay the loans under, and terminate, the Company’s then-existing senior secured credit agreement, senior subordinated credit agreement and term loan agreement.

“Receivables Entity” means (a) a Wholly Owned Subsidiary of the Company that is designated by the Board of Directors (as provided below) as a Receivables Entity or (b) another Person engaging in a Qualified Receivables Transaction with the Company, which Person engages in the business of the financing of accounts receivable, and in either of clause (a) or (b):

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such entity

(A) is Guaranteed by the Company or any Subsidiary of the Company (excluding Guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings),

(B) is recourse to or obligates the Company or any Subsidiary of the Company in any way (other than pursuant to Standard Securitization Undertakings), or

(C) subjects any property or asset of the Company or any Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof (other than pursuant to Standard Securitization Undertakings);

(2) the entity is not an Affiliate of the Company or is an entity with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms that the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company; and

(3) is an entity to which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with such Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

(3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and

(4) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

provided, further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that is not a Subsidiary Guarantor that Refinances Indebtedness of the Company or a Subsidiary Guarantor or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Registration Rights Agreement” means the Registration Rights Agreement dated June 14, 2006, among the Company and the Initial Purchasers.

“Related Business” means any business in which the Company or any of the Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business.

“Restricted Payment” with respect to any Person means:

(1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than

(A) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock),

(B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and

(C) pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));

(2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Capital Stock of the Company held by any Person (other than by a Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Subsidiary), including in connection with any merger or consolidation and including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock);

(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement); or

(4) the making of any Investment (other than a Permitted Investment) in any Person.

“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person, other than leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Senior Indebtedness” means with respect to any Person:

(1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and

(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above

unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other obligations are subordinate in right of payment to the Notes or the Subsidiary Guaranty of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:

(3) any obligation of such Person to the Company or any Subsidiary;

(4) any liability for Federal, state, local or other taxes owed or owing by such Person;

(5) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(6) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(7) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of such Indenture.

“Shareholder Litigation” means the federal securities class actions and the derivative actions brought against the Company and/or certain of its former directors and officers and certain other parties in the United States District Court for the Northern District of Alabama and the Circuit Court in Jefferson County, Alabama relating to financial reporting and related activity that occurred at the Company during periods ended in March 2003.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Specified Property” means the real property and improvements thereon for (a) rehabilitation hospitals in Fredericksburg, Virginia; Sarasota, Florida and Petersburg, Virginia, (b) long-term acute care facilities in Sarasota, Florida; Huntsville, Alabama; Kansas City, Missouri; Tucson, Arizona and Charlottesville, Virginia and (c) surgery centers in Des Moines, Iowa and Joliet, Illinois, in each case under construction or anticipated to be constructed as of the Issue Date.

“Specified Sale/Leaseback Transaction” means (A) a Sale/Leaseback Transaction consisting of a sale or other transfer of (i) a Specified Property or (ii) any other real property and improvements thereon identified after the Issue Date prior to the acquisition or construction thereof by written notice from the Company to the Trustee which notice shall also contain a reasonably detailed summary of the construction and other improvements that the Company intends to make on the applicable real property), in each case to a real estate investment trust or other Person within 180 days after completion of all principal construction and improvements thereon and the simultaneous lease of such property by such real estate investment trust or other Person to the Company or a Restricted Subsidiary and (B) a Sale/Leaseback Transaction that is a Birmingham Hospital Transaction.

“Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company that, taken as a whole, are customary in an accounts receivable transaction.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Subsidiary Guaranty of such Person, as the case may be, pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1) such Person;

(2) such Person and one or more Subsidiaries of such Person; or

(3) one or more Subsidiaries of such Person.

“Subsidiary Guarantor” means each Subsidiary of the Company that executes the Indentures as a guarantor on the Issue Date and each other Subsidiary of the Company that thereafter Guarantees the Notes pursuant to the terms of the Indentures.

“Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the Notes.

“Syndication” means the sale of partnership or other equity interests in Subsidiaries of the Company or other Persons controlled by the Company that own or operate surgery, diagnostic or other health care facilities to (i) participating physicians, radiologists and other specialists, (ii) professional corporations and other legal entities owned or controlled by such participating physicians, radiologists and other specialists and (iii) participating hospitals and other health care providers. For purposes of this definition, “controlled” shall have the meaning set forth in the definition of “Affiliate”.

“Temporary Cash Investments” means any of the following:

(1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;

(2) investments in demand and time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

(4) investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to Standard and Poor’s;

(5) investments in securities issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by Standard & Poor’s or “A2” by Moody’s;

(6) eligible banker’s acceptances, repurchase agreements and tax-exempt municipal bonds having a maturity of less than one year, in each case having a rating of, or evidencing the full recourse obligation of a person whose senior debt is rated, at least “A” by Standard & Poor’s and at least “A2” by Moody’s; and

(7) investments in money market funds that invest substantially all their assets in securities of the types described in clauses (1) through (6) above.

“Trustee” means The Bank of Nova Scotia Trust Company of New York until a successor replaces it and, thereafter, means the successor.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date.

“Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under “—Certain Covenants—Limitation on Restricted Payments”.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under paragraph (a) of the covenant described under “—Certain Covenants—Limitation on Indebtedness” and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or one or more other Wholly Owned Subsidiaries.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax consequences to a holder of Restricted Notes relating to the exchange of Restricted Notes for Exchange Notes. This summary is based upon existing U.S. federal income tax law, which is subject to change, possibly with retroactive effect. This summary does not discuss all aspects of U.S. federal income taxation which may be important to particular investors in light of their individual circumstances, such as holders of Restricted Notes subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers, tax-exempt organizations (including private foundations), and partnerships and their partners), or holders who hold the Restricted Notes as part of a straddle, hedge, conversion, constructive sale, or other integrated security transaction for U.S. federal income tax purposes or that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not address any state, local, or non-U.S. tax considerations.

EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT HIS TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSIDERATIONS OF THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF THE EXCHANGE NOTES.

Exchange of Restricted Notes for Exchange Notes

An exchange of Restricted Notes for Exchange Notes pursuant to the exchange offer will be ignored for U.S. federal income tax purposes. Consequently, a holder of Restricted Notes will not recognize gain or loss, for U.S. federal income tax purposes, as a result of exchanging Restricted Notes for Exchange Notes pursuant to the exchange offer. The holding period of the Exchange Notes will be the same as the holding period of the Restricted Notes and the tax basis in the Exchange Notes will be the same as the adjusted tax basis in the Restricted Notes as determined immediately before the exchange.

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Restricted Notes where such Restricted Notes were acquired as a result of market-making activities or other trading activities. We and the subsidiary guarantors have agreed that, starting on the expiration date and ending up to 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2007, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

The Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of up to 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal.

We have agreed to pay all expenses incidental to the Exchange Offer (including the expenses of counsel for holders of the Exchange Notes) other than commissions or concessions of any brokers or dealers and will indemnify holders of the Exchange Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Certain legal matters with respect to the validity of the Exchange Notes offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP.

EXPERTS

The financial statements incorporated in this prospectus by reference to HealthSouth Corporation’s Current Report on Form 8-K dated March 30, 2007 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of HealthSouth Corporation for the year ended December 31, 2006, have been so incorporated in reliance on the report (which contains an adverse opinion on the effectiveness of internal control over financial reporting) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

INCORPORATION BY REFERENCE

This prospectus “incorporates by reference” information that we have filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which means that we are disclosing important information to you by referring you to those documents. Any statement contained in this prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus will be deemed modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or any subsequently filed document which also is, or is deemed to be, incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Accordingly, we incorporate by reference the specific documents listed below and any future filings made with the SEC after the date hereof under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act which will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date we subsequently file such reports and documents until the termination of this offering:

•

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 1, 2007, as amended by our Form 10-K/A filed with the SEC on March 22, 2007;

•

Our Current Report on Form 8-K that was filed with the SEC on January 12, 2007;

•

Our Current Report on Form 8-K that was filed with the SEC on January 30, 2007;

•

Our Current Report on Form 8-K that was filed with the SEC on February 9, 2007;

•

Our Current Report on Form 8-K that was filed with the SEC on February 20, 2007;

•

Our Current Report on Form 8-K that was filed with the SEC on March 1, 2007;

•

Our Current Report on Form 8-K that was filed with the SEC on March 5, 2007;

•

Our Current Report on Form 8-K that was filed with the SEC on March 14, 2007;

•

Our Current Report on Form 8-K that was filed with the SEC on March 26, 2007; and

•

Our Current Reports on Form 8-K that were filed with the SEC on March 30, 2007.

We will provide without charge to each person to whom a copy of this prospectus has been delivered a copy of any and all of these filings. You may request a copy of these filings by writing or telephoning us at:

HealthSouth Corporation

One HealthSouth Parkway

Birmingham, Alabama 35243

Attn: General Counsel

(205) 967-7116

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Exchange Act, and, in accordance with these requirements, we are required to file periodic reports and other information with the SEC. The reports and other information filed by us with the SEC may be inspected and copied at the public reference facilities maintained by the SEC as described below.

We have filed with the SEC a registration statement on Form S-4 pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with respect to the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all the information contained in the registration statement, parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the securities offered hereby, reference is made to the Registration Statement.

You may copy and inspect the Registration Statement, including the exhibits thereto, and the periodic reports and information referred to above at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our public filings are also available to the public from commercial document retrieval services and at the Internet worldwide website maintained by the SEC at “http://www.sec.gov.”

In addition, you may obtain these materials on our website. Our Internet website address is www.healthsouth.com. Information on our website does not constitute part of this prospectus and should not be relied upon in connection with making any investment decision with respect to our common stock.

You may also request a copy of any SEC filings, and any information required by Rule 144A(d)(4) under the Securities Act during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act, at no cost, by contacting:

HealthSouth Corporation

One HealthSouth Parkway

Birmingham, Alabama 35243

Attention: General Counsel

HealthSouth Corporation

OFFER TO EXCHANGE

AND

$625 million aggregate principal amount of 10.75% Senior Notes due 2016 in exchange for $625 million aggregate principal amount of 10.75% Senior Notes due 2016, which have been

registered under the Securities Act

PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the restated certificate of incorporation, as amended and the amended and restated bylaws of HealthSouth Corporation, a Delaware corporation (the “Registrant”). Article VI or the Registrant’s amended and restated bylaws provides that, to the full extent permitted by applicable law, the Registrant will indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the fact that he is or was a director, officer, employee or agent of the Registrant was or is a party or is threatened to be a party to (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding, or, (b) any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit. Moreover, any indemnification by the Registrant pursuant thereto will not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the person’s conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred.

The indemnification permitted under the DGCL is not exclusive, and pursuant to Section 145 of the DGCL, a corporation is empowered to purchase and maintain insurance against liabilities whether or not indemnification would be permitted by statute. Article VI of the Registrant’s amended and restated bylaws provides that its has the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Registrant would have the power to indemnify him against such liability under applicable law. The Registrant presently has an insurance policy for its directors and officers in the amount of $200 million, which includes $50 million in coverage for individual directors and officers in circumstances where we are legally or financially unable to indemnify these individuals.

Section 102(b)(7) of the DGCL allows a Delaware corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional

II-1

misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

Pursuant to Section 102(b)(7) of the DGCL, Article NINTH of The Registrant’s restated certificate of incorporation provides that no director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director except (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (d) for any transaction from which the Director derived an improper personal benefit.

Under separate indemnification agreements with HealthSouth Corporation, each director and certain officers of the Registrant are indemnified against all liabilities relating to his or her position as a director or officer of HealthSouth Corporation, to the fullest extent permitted under applicable laws.

Item 21. Exhibits and Financial Statement Schedules.

See the “Exhibit Index” following the signature pages hereto.

Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the Plan of Distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the

II-2

registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama on March 30, 2007.


HEALTHSOUTH CORPORATION

By:		/S/ JOHN P. WHITTINGTON
Name:		John P. Whittington
Title:		Executive Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints John P. Whittington his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/S/ JAY GRINNEY Jay Grinney	President, Chief Executive Officer and Director (Principal Executive Officer)	March 30, 2007

/S/ JOHN WORKMAN John Workman	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 30, 2007

/S/ JON F. HANSON Jon F. Hanson	Chairman of the Board of Directors	March 30, 2007

/S/ EDWARD A. BLECHSCHMIDT Edward A. Blechschmidt	Director	March 30, 2007

/S/ DONALD L. CORRELL Donald L. Correll	Director	March 30, 2007

/S/ YVONNE M. CURL Yvonne M. Curl	Director	March 30, 2007

II-4


Signature	Title	Date

/S/ CHARLES M. ELSON Charles M. Elson	Director	March 30, 2007

/S/ LEO I. HIGDON, JR. Leo I. Higdon, Jr.	Director	March 30, 2007

/S/ JOHN E. MAUPIN, JR. John E. Maupin, Jr.	Director	March 30, 2007

/S/ L. EDWARD SHAW, JR. L. Edward Shaw, Jr.	Director	March 30, 2007

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on March 30, 2007.

Advantage Health Corporation

Advantage Health Development Corp.

Advantage Health Harmarville Rehabilitation Corporation

Advantage Rehabilitation Clinics, Inc.

ASC Network Corporation

Baton Rouge Rehab, Inc.

Chiron, Inc.

CMS Development and Management Company, Inc.

CMS Jonesboro Rehabilitation, Inc.

CMS Topeka Rehabilitation, Inc.

Continental Medical of Arizona, Inc.

Continental Medical Systems, Inc.

Continental Rehabilitation Hospital of Arizona, Inc.

Diagnostic Health Corporation

HEALTHSOUTH Diagnostic Centers, Inc.

HEALTHSOUTH Holdings, Inc.

HEALTHSOUTH LTAC of Sarasota, Inc.

HEALTHSOUTH Medical Center, Inc.

HEALTHSOUTH of Alexandria, Inc.

HEALTHSOUTH of Altoona, Inc.

HEALTHSOUTH of Austin, Inc.

HEALTHSOUTH of Charleston, Inc.

HEALTHSOUTH of Dothan, Inc.

HEALTHSOUTH of East Tennessee, Inc.

HEALTHSOUTH of Erie, Inc.

HEALTHSOUTH of Fort Smith, Inc.

HEALTHSOUTH of Henderson, Inc.

HEALTHSOUTH of Houston, Inc.

HEALTHSOUTH of Mechanicsburg, Inc.

HEALTHSOUTH of Midland, Inc.

HEALTHSOUTH of Montgomery, Inc.

HEALTHSOUTH of New Mexico, Inc.

HEALTHSOUTH of Nittany Valley, Inc.

HEALTHSOUTH of Pittsburgh, Inc.

HEALTHSOUTH of Reading, Inc.

HEALTHSOUTH of San Antonio, Inc.

HEALTHSOUTH of Sewickley, Inc.

HEALTHSOUTH of South Carolina, Inc.

HEALTHSOUTH of Spring Hill, Inc.

HEALTHSOUTH of Texarkana, Inc.

HEALTHSOUTH of Texas, Inc.

HEALTHSOUTH of Toms River, Inc.

HEALTHSOUTH of Treasure Coast, Inc.

HEALTHSOUTH of Utah, Inc.

HEALTHSOUTH of York, Inc.

II-6

HEALTHSOUTH of Yuma, Inc.

HEALTHSOUTH Properties Corporation

HEALTHSOUTH Real Property Holding Corporation

HEALTHSOUTH Rehabilitation Center, Inc.

HEALTHSOUTH Rehabilitation Hospital of Odessa, Inc.

HEALTHSOUTH S.C. of Portland, Inc.

HEALTHSOUTH S.C. of Scottsdale-Bell Road, Inc.

HEALTHSOUTH Specialty Hospital, Inc.

HEALTHSOUTH Sub-Acute Center of Mechanicsburg, Inc.

HEALTHSOUTH Surgery Center of Fairfield, Inc.

HEALTHSOUTH Surgery Centers-West, Inc.

HEALTHSOUTH Surgical Center of Tuscaloosa, Inc.

HSC of Beaumont, Inc.

HVPG of California, Inc.

Lakeland Physicians Medical Building, Inc.

Lakeshore System Services of Florida, Inc.

Little Rock-SC, Inc.

National Imaging Affiliates, Inc.

National Surgery Centers, Inc.

Neuro Imaging Institute, Inc.

New England Rehabilitation Hospital, Inc.

New England Rehabilitation Management Co., Inc.

North Louisiana Rehabilitation Center, Inc.

NSC Connecticut, Inc.

NSC Houston, Inc.

NSC Seattle, Inc.

Pacific Rehabilitation & Sports Medicine, Inc.

Rebound, Inc.

Rehab Concepts Corp.

Rehabilitation Hospital Corporation of America, Inc.

Rehabilitation Hospital of Colorado Springs, Inc.

Rehabilitation Hospital of Nevada—Las Vegas, Inc.

Rehabilitation Hospital of Plano, Inc.

Rehabilitation Institute Of Western Massachusetts, Inc.

SCA—Roseland, Inc.

SCA-Dalton, Inc.

SCA-Shelby Development Corp.

SelectRehab, Inc.

Sherwood Rehabilitation Hospital, Inc.

Southeast Texas Rehabilitation Hospital, Inc.

Surgery Center Holding Corporation

Surgical Care Affiliates, Inc.

Surgical Health Corporation

Surgicare of Huntsville, Inc.

Surgicare of Laguna Hills, Inc.

Tarrant County Rehabilitation Hospital, Inc.

II-7

Terre Haute Rehabilitation Hospital, Inc.

Tyler Rehabilitation Hospital, Inc.

Western Neuro Care, Inc.



By:		/S/ JOHN P. WHITTINGTON
Name:		John P. Whittington
Title:		Authorized Signatory

II-8

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/S/ JAY GRINNEY Jay Grinney	President and Director (Principal Executive Officer)	March 30, 2007

/S/ JOHN WORKMAN John Workman	Vice President and Treasurer (Principal Financial and Accounting Officer)	March 30, 2007

/S/ JOHN P. WHITTINGTON John P. Whittington	Director	March 30, 2007

II-9

SIGNATURES


Beaumont Rehab Associates Limited Partnership
By:		Continental Medical Systems, Inc. and Southeast Texas Rehabilitation Hospital, Inc.
Its:		General Partner

Collin County Rehab Associates Limited Partnership
By:		Rehabilitation Hospital of Plano, Inc.
Its:		General Partner

HEALTHSOUTH Bakersfield Rehabilitation Hospital Limited Partnership
By:		HealthSouth Properties Corporation
Its:		General Partner

HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership
By:		HealthSouth Properties Corporation
Its:		General Partner

HEALTHSOUTH Diagnostic Centers of Tennessee Limited Partnership
By:		DHC Holding Company, Inc.
Its:		General Partner

HEALTHSOUTH Diagnostic Centers of Texas Limited Partnership
By:		DHC Holding Company, Inc.
Its:		General Partner

HEALTHSOUTH Meridian Point Rehabilitation Hospital Limited Partnership
By:		HealthSouth Properties Corporation
Its:		General Partner

HEALTHSOUTH Northern Kentucky Rehabilitation Hospital Limited Partnership
By:		HealthSouth Properties Corporation
Its:		General Partner

HEALTHSOUTH of Ft. Lauderdale Limited Partnership
By:		HealthSouth Real Property Holding Corporation
Its:		General Partner



HEALTHSOUTH of Largo Limited Partnership
By:		HealthSouth Real Property Holding Corporation
Its:		General Partner

II-10


HEALTHSOUTH of Ohio Limited Partnership
By:		HealthSouth Properties Corporation
Its:		General Partner

HEALTHSOUTH of Sarasota Limited Partnership
By:		HealthSouth Real Property Holding Corporation
Its:		General Partner

HEALTHSOUTH of Tallahassee Limited Partnership
By:		HealthSouth Real Property Holding Corporation
Its:		General Partner

HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd.
By:		HealthSouth Corporation
Its:		General Partner

HEALTHSOUTH Rehabilitation Hospital of Arlington Limited Partnership
By:		HealthSouth Properties Corporation
Its:		General Partner

HEALTHSOUTH Valley of the Sun Rehabilitation Hospital Limited Partnership
By:		HealthSouth Properties Corporation
Its:		General Partner

Lakeview Rehabilitation Group Partners
By:		HealthSouth Properties Corporation
Its:		General Partner

Northeast Surgery Center, L.P.
By:		NSC Houston, Inc.
Its:		General Partner

Rehabilitation Hospital of Nevada—Las Vegas, L.P.
By:		Rehabilitation Hospital of Nevada—Las Vegas, Inc.
Its:		General Partner

Southern Arizona Regional Rehabilitation Hospital, L.P.
By:		Continental Rehabilitation Hospital of Arizona, Inc.
Its:		General Partner

Terre Haute Regional Rehabilitation Hospital, L.P.
By:		Terre Haute Rehabilitation Hospital, Inc.
Its:		General Partner

Western Medical Rehab Associates, L.P.
By:		CMS Development & Management
Its:		General Partner

By:		/s/ John P. Whittington
Name:		John P. Whittington
Title:		Authorized Signatory

II-11

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/S/ JAY GRINNEY Jay Grinney	President (Principal Executive Officer)	March 30, 2007

/S/ JOHN WORKMAN John Workman	Vice President and Treasurer (Principal Financial and Accounting Officer)	March 30, 2007

II-12

SIGNATURES


HEALTHSOUTH Rehabilitation Institute of Tucson, LLC
Sarasota LTAC Properties, LLC

By:		/S/ JOHN P. WHITTINGTON
Name:		John P. Whittington
Title:		Authorized Signatory

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/S/ JAY GRINNEY Jay Grinney	President and Manager (Principal Executive Officer)	March 30, 2007

/S/ JOHN WORKMAN John Workman	Vice President and Treasurer (Principal Financial and Accounting Officer)	March 30, 2007

/S/ JOHN P. WHITTINGTON John P. Whittington	Manager	March 30, 2007

II-13

EXHIBIT INDEX


Exhibit Numbers		Description

2.1		Stock Purchase Agreement, dated January 27, 2007, by and between HealthSouth Corporation and Select Medical Systems (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on January 30, 2007).

3.1		Restated Certificate of Incorporation of HealthSouth Corporation, as filed in the Office of the Secretary of State of the State of Delaware on May 21, 1998 (incorporated by reference to Exhibit 3.1 to HealthSouth’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

3.2		Certificate of Amendment to the Restated Certificate of Incorporation of HealthSouth Corporation, as filed in the Office of the Secretary of State of the State of Delaware on October 25, 2006 (incorporated by reference to Exhibit 3.1 to HealthSouth’s Current Report on Form 8-K filed with the SEC on October 31, 2006).

3.3		Amended and Restated By-Laws of HealthSouth Corporation, effective as of September 21, 2006 (incorporated by reference to Exhibit 3.1 to HealthSouth’s Current Report on Form 8-K filed with the SEC on September 27, 2006).

3.4		Amendments to Amended and Restated By-Laws of HealthSouth Corporation, effective as of February 28, 2007 (incorporated by reference to Exhibit 3.1 to HealthSouth’s Current Report on Form 8-K filed with the SEC on March 5, 2007).

3.5		Restated Certificate of Incorporation of Advantage Health Corporation

3.6		Advantage Health Corporation Restated Bylaws

3.7		Articles of Organization of Advantage Health Development Corp.

3.8		Bylaws of Advantage Health Development Corp.

3.9		Articles of Incorporation of Advantage Health Harmarville Rehabilitation Corporation

3.10		Bylaws of Advantage Health Harmarville Rehabilitation Corporation

3.11		Articles of Organization of Advantage Rehabilitation Clinics, Inc.

3.12		Advantage Rehabilitation Clinics, Inc. Bylaws

3.13		Sixth Restated Certificate of Incorporation of ASC Network Corporation

3.14		Bylaws of ASC Network Corporation

3.15		Certificate of Incorporation of Baton Rouge Rehab, Inc.

3.16		Amended and Restated Bylaws of Baton Rouge Rehab, Inc.

3.17		Certificate of Limited Partnership of Beaumont Rehab Associates Limited Partnership

3.18		First Amended and Restated Agreement of Limited Partnership of Beaumont Rehab Associates Limited Partnership

3.19		Articles of Incorporation of Chiron, Inc.

3.20		Restated Bylaws of Chiron, Inc.

3.21		Certificate of Incorporation of CMS Development and Management Company, Inc.

3.22		Bylaws of CMS Development and Management Company, Inc.

3.23		Certificate of Incorporation of CMS Jonesboro Rehabilitation, Inc.

II-14


Exhibit Numbers		Description

3.24		Bylaws of CMS Jonesboro Rehabilitation, Inc.

3.25		Certificate of Incorporation of CMS Topeka Rehabilitation, Inc.

3.26		Bylaws of CMS Topeka Rehabilitation, Inc.

3.27		Certificate of Limited Partnership of Collin County Rehab Associates Limited Partnership

3.28		First Amended and Restated Agreement of Limited Partnership of Collin County Rehab Associates Limited Partnership

3.29		Certificate of Incorporation of Continental Medical of Arizona, Inc.

3.30		By-laws of Continental Medical of Arizona, Inc.

3.31		Restated Certificate of Incorporation of Continental Medical Systems, Inc.

3.32		Continental Medical Systems, Inc. Bylaws

3.33		Certificate of Incorporation of Continental Rehabilitation Hospital of Arizona, Inc.

3.34		Continental Rehabilitation Hospital of Arizona, Inc. Bylaws

3.35		Certificate of Incorporation of Diagnostic Health Corporation**

3.36		Bylaws of Diagnostic Health Corporation

3.37		Report of a Limited Partnership of HealthSouth Bakersfield Rehabilitation Hospital Limited Partnership

3.38		Agreement and Certificate of Limited Partnership of HealthSouth Bakersfield Rehabilitation Hospital Limited Partnership

3.39		Report of a Limited Partnership of HealthSouth Diagnostic Center of Colorado Springs Limited Partnership

3.40		Certificate and Agreement of Limited Partnership of HealthSouth Diagnostic Center of Colorado Springs Limited Partnership

3.41		Report of a Limited Partnership of HealthSouth Diagnostic Center of Tennessee Limited Partnership

3.42		Agreement and Certificate of Limited Partnership of HealthSouth Diagnostic Center of Tennessee Limited Partnership

3.43		Report of a Limited Partnership of HealthSouth Diagnostic Center of Texas Limited Partnership

3.44		Agreement and Certificate of Limited Partnership of HealthSouth Diagnostic Center of Texas Limited Partnership

3.45		Certificate of Incorporation of HealthSouth Diagnostic Centers, Inc.

3.46		Bylaws of HealthSouth Diagnostic Centers, Inc.

3.47		Certificate of Incorporation of HealthSouth Holdings, Inc.

3.48		Bylaws of HealthSouth Holdings, Inc.

3.49		Certificate of Incorporation of HealthSouth LTAC of Sarasota, Inc.

3.50		Bylaws of HealthSouth LTAC of Sarasota, Inc.

3.51		Articles of Merger of HealthSouth Medical Center, Inc.

II-15


Exhibit Numbers		Description

3.52		Bylaws of HealthSouth Medical Center, Inc.

3.53		Report of a Limited Partnership of HealthSouth Meridian Point Rehabilitation Hospital Limited Partnership

3.54		Agreement and Certificate of Limited Partnership of HealthSouth Meridian Point Rehabilitation Hospital Limited Partnership

3.55		Report of a Limited Partnership of HealthSouth Northern Kentucky Rehabilitation Hospital Limited Partnership

3.56		Agreement and Certificate of Limited Partnership of HealthSouth Northern Kentucky Rehabilitation Hospital Limited Partnership

3.57		Certificate of Incorporation of HealthSouth of Alexandria, Inc.

3.58		Bylaws of HealthSouth of Alexandria, Inc.

3.59		Certificate of Incorporation of HealthSouth of Altoona, Inc.

3.60		Bylaws of HealthSouth of Altoona, Inc.

3.61		Certificate of Incorporation of HealthSouth of Austin, Inc.

3.62		Bylaws of HealthSouth of Austin, Inc.

3.63		Certificate of Incorporation of HealthSouth of Charleston, Inc.

3.64		Bylaws of HealthSouth of Charleston, Inc.

3.65		Articles of Incorporation of HealthSouth of Dothan, Inc.

3.66		Bylaws of HealthSouth of Dothan, Inc.

3.67		Certificate of Incorporation of HealthSouth of East Tennessee, Inc.

3.68		Bylaws of HealthSouth of East Tennessee, Inc.

3.69		Certificate of Incorporation of HealthSouth of Erie, Inc.

3.70		Bylaws of HealthSouth of Erie, Inc.

3.71		Certificate of Incorporation of HealthSouth of Fort Smith, Inc.

3.72		Bylaws of HealthSouth of Fort Smith, Inc.

3.73		Report of a Limited Partnership of HealthSouth of Ft. Lauderdale Limited Partnership

3.74		Agreement and Certificate of Limited Partnership of HealthSouth of Ft. Lauderdale Limited Partnership

3.75		Certificate of Incorporation of HealthSouth of Henderson, Inc.

3.76		Bylaws of HealthSouth of Henderson, Inc.

3.77		Certificate of Incorporation of HealthSouth of Houston, Inc.

3.78		Bylaws of HealthSouth of Houston, Inc.

3.79		Report of a Limited Partnership of HealthSouth of Largo Limited Partnership

3.80		Agreement and Certificate of Limited Partnership of HealthSouth of Largo Limited Partnership

3.81		Certificate of Incorporation of HealthSouth of Mechanicsburg, Inc.

II-16


Exhibit Numbers		Description

3.82		Bylaws of HealthSouth of Mechanicsburg, Inc.

3.83		Certificate of Incorporation of HealthSouth of Midland, Inc.

3.84		Bylaws of HealthSouth of Midland, Inc.

3.85		Certificate of Incorporation of HealthSouth of Montgomery, Inc.

3.86		Bylaws of HealthSouth of Montgomery, Inc.

3.87		Bylaws of HealthSouth of New Mexico, Inc.

3.88		Certificate of Incorporation of HealthSouth of New Mexico, Inc.

3.89		Certificate of Incorporation of HealthSouth of Nittany Valley, Inc.

3.90		Bylaws of HealthSouth of Nittany Valley, Inc.

3.91		Report of a Limited Partnership of HealthSouth of Ohio Limited Partnership

3.92		Agreement and Certificate of Limited Partnership of HealthSouth of Ohio Limited Partnership

3.93		Certificate of Incorporation of HealthSouth of Pittsburgh, Inc.

3.94		Bylaws of HealthSouth of Pittsburgh, Inc.

3.95		Certificate of Incorporation of HealthSouth of Reading, Inc.

3.96		Bylaws of HealthSouth of Reading, Inc.

3.97		Certificate of Incorporation of HealthSouth of San Antonio, Inc.

3.98		Bylaws of HealthSouth of San Antonio, Inc.

3.99		Report of a Limited Partnership of HealthSouth of Sarasota Limited Partnership

3.100		Agreement and Certificate of Limited Partnership of HealthSouth of Sarasota Limited Partnership

3.101		Certificate of Incorporation of HealthSouth of Sewickley, Inc.

3.102		Bylaws of HealthSouth of Sewickley, Inc.

3.103		Certificate of Incorporation of HealthSouth of South Carolina, Inc.

3.104		Bylaws of HealthSouth of South Carolina, Inc.

3.105		Certificate of Incorporation of HealthSouth of Spring Hill, Inc.

3.106		Bylaws of HealthSouth of Spring Hill, Inc.

3.107		Report of a Limited Partnership of HealthSouth of Tallahassee Limited Partnership

3.108		Agreement and Certificate of Limited Partnership of HealthSouth of Tallahassee Limited Partnership

3.109		Certificate of Incorporation of HealthSouth of Texarkana, Inc.

3.110		Bylaws of HealthSouth of Texarkana, Inc.

3.111		Articles of Incorporation of HealthSouth of Texas, Inc. (f/k/a Specialty Rehabilitation Centers of Texas, Inc.)

3.112		Bylaws of HealthSouth of Texas, Inc.

3.113		Certificate of Incorporation of HealthSouth of Toms River, Inc.

II-17


Exhibit Numbers		Description

3.114		Bylaws of HealthSouth of Toms River, Inc.

3.115		Certificate of Incorporation of HealthSouth of Treasure Coast, Inc.

3.116		Bylaws of HealthSouth of Treasure Coast, Inc.

3.117		Certificate of Incorporation of HealthSouth of Utah, Inc.

3.118		Bylaws of HealthSouth of Utah, Inc.

3.119		Certificate of Incorporation of HealthSouth of York, Inc.

3.120		Bylaws of HealthSouth of York, Inc.

3.121		Certificate of Incorporation of HealthSouth of Yuma, Inc.

3.122		Bylaws of HealthSouth of Yuma, Inc.

3.123		Certificate of Incorporation of HealthSouth Properties Corporation

3.124		Bylaws of HealthSouth Properties Corporation

3.125		Certificate of Incorporation of HealthSouth Real Property Holding Corporation

3.126		Bylaws of HealthSouth Real Property Holding Corporation

3.127		Report of a Limited Partnership of HealthSouth Rehabilitation Center of New Hampshire, Ltd

3.128		Agreement and Certificate of Limited Partnership of HealthSouth Rehabilitation Center of New Hampshire, Ltd.

3.129		Articles of Incorporation of HealthSouth Rehabilitation Center, Inc. (f/k/a Pee Dee Regional Health Center, Inc.)

3.130		Bylaws of HealthSouth Rehabilitation Center, Inc.

3.131		Report of a Limited Partnership of HealthSouth Rehabilitation Hospital of Arlington Limited Partnership

3.132		Agreement and Certificate of Limited Partnership of HealthSouth Rehabilitation Hospital of Arlington Limited Partnership

3.133		Certificate of Incorporation of HealthSouth Rehabilitation Hospital of Odessa, Inc.

3.134		Bylaws of HealthSouth of Rehabilitation Hospital of Odessa, Inc.

3.135		Articles of Organization of HealthSouth Rehabilitation Institute of Tucson, LLC

3.136		Amended and Restated Limited Liability Company Agreement of HealthSouth Rehabilitation Institute of Tucson, LLC

3.137		Certificate of Incorporation of HealthSouth S.C. of Portland, Inc.

3.138		Restated Bylaws of HealthSouth S.C. of Portland, Inc.

3.139		Certificate of Incorporation of HealthSouth S.C. of Scottsdale-Bell Road, Inc.

3.140		Bylaws of HealthSouth S.C. of Scottsdale-Bell Road, Inc.

3.141		Articles of Incorporation of HealthSouth Specialty Hospital, Inc.

3.142		Bylaws of HealthSouth Specialty Hospital, Inc.

3.143		Certificate of Incorporation of HealthSouth Sub-Acute Center of Mechanicsburg, Inc.

3.144		Bylaws of HealthSouth Sub-Acute Center of Mechanicsburg, Inc.

3.145		Certificate of Incorporation of HealthSouth Surgery Center of Fairfield, Inc.

II-18


Exhibit Numbers		Description

3.146		Bylaws of HealthSouth Surgery Center of Fairfield, Inc.

3.147		Certificate of Incorporation of HealthSouth Surgery Centers-West, Inc.

3.148		Bylaws of HealthSouth Surgery Centers-West, Inc.

3.149		Certificate of Incorporation of HealthSouth Surgical Center of Tuscaloosa, Inc.

3.150		Bylaws of HealthSouth Surgical Center of Tuscaloosa, Inc.

3.151		Report of a Limited Partnership of HealthSouth Valley of the Sun Rehabilitation Hospital Limited Partnership

3.152		Agreement and Certificate of Limited Partnership of HealthSouth Valley of the Sun Rehabilitation Hospital Limited Partnership

3.153		Charter of HSC of Beaumont, Inc.

3.154		Bylaws of HSC of Beaumont, Inc.

3.155		Articles of Incorporation of HVPG of California, Inc.

3.156		Bylaws of HVPG of California, Inc.

3.157		Articles of Incorporation of Lakeland Physicians Medical Building, Inc.

3.158		Bylaws of Lakeland Physicians Medical Building, Inc.

3.159		Articles of Incorporation of Lakeshore System Services of Florida, Inc.

3.160		Bylaws of Lakeshore System Services of Florida, Inc.

3.161		Certificate of Assumed Name of Lakeview Rehabilitation Group Partners

3.162		Partnership Agreement of Lakeview Rehabilitation Group Partners

3.163		Articles of Incorporation of Little Rock-SC, Inc.

3.164		Bylaws of Little Rock-SC, Inc.

3.165		Restated Certificate of Incorporation of National Imaging Affiliates, Inc.

3.166		Amended and Restated Bylaws of National Imaging Affiliates, Inc.

3.167		Restated Certificate of Incorporation of National Surgery Centers, Inc.

3.168		Bylaws of National Surgery Centers, Inc.

3.169		Articles of Incorporation of Neuro Imaging Institute, Inc. (f/k/a Magnetic Resonance Imaging of Brevard, Inc.).

3.170		Bylaws of Neuro Imaging Institute, Inc. (f/k/a Magnetic Resonance Imaging of Brevard, Inc.).

3.171		Articles of Organization of New England Rehabilitation Hospital, Inc.

3.172		Bylaws of New England Rehabilitation Hospital, Inc.

3.173		Articles of Incorporation of New England Rehabilitation Management Co., Inc.

3.174		Bylaws of New England Rehabilitation Management Co., Inc.

3.175		Articles of Incorporation of North Louisiana Rehabilitation Center, Inc.

3.176		Bylaws of North Louisiana Rehabilitation Center, Inc.

3.177		Certificate of Limited Partnership of Northeast Surgery Center, L.P.**

II-19


Exhibit Numbers		Description

3.178		Limited Partnership Agreement of Northeast Surgery Center, L.P.**

3.179		Certificate of Incorporation of NSC Connecticut, Inc.

3.180		Bylaws of NSC Connecticut, Inc.

3.181		Articles of Incorporation of NSC Houston, Inc.

3.182		Bylaws of NSC Houston, Inc.

3.183		Certificate of Incorporation of NSC Seattle, Inc.

3.184		NSC Seattle, Inc. Bylaws

3.185		Amended and Restated Certificate of Incorporation of Pacific Rehabilitation & Sports Medicine, Inc.**

3.186		Bylaws of Pacific Rehabilitation & Sports Medicine, Inc.

3.187		Certificate of Incorporation of Rebound, Inc.**

3.188		Bylaws of Rebound, Inc.

3.189		Certificate of Incorporation of Rehab Concepts Corp.**

3.190		Restated Bylaws of Rehab Concepts Corp.

3.191		Restated Certificate of Incorporation of Rehabilitation Hospital Corporation of America, Inc.

3.192		Bylaws of Rehabilitation Hospital Corporation of America, Inc.

3.193		Certificate of Incorporation of The Rehabilitation Hospital of Colorado Springs, Inc.

3.194		Bylaws of The Rehabilitation Hospital of Colorado Springs, Inc.

3.195		Certificate of Incorporation of Rehabilitation Hospital of Nevada – Las Vegas, Inc.**

3.196		Restated Bylaws of Rehabilitation Hospital of Nevada – Las Vegas, Inc.

3.197		Certificate of Limited Partnership of Rehabilitation Hospital of Nevada – Las Vegas, L.P.

3.198		Agreement of Limited Partnership of Rehabilitation Hospital of Nevada – Las Vegas, L.P.

3.199		Articles of Incorporation of Rehabilitation Hospital of Plano, Inc.

3.200		Bylaws of Rehabilitation Hospital of Plano, Inc.

3.201		Articles of Organization of Rehabilitation Institute of Western Massachusetts, Inc.

3.202		Restated Bylaws of Rehabilitation Institute of Western Massachusetts, Inc.

3.203		Articles of Organization of Sarasota LTAC Properties, LLC

3.204		Operating Agreement of Sarasota LTAC Properties, LLC**

3.205		Certificate of Incorporation of SCA – Roseland, Inc.

3.206		Bylaws of SCA – Roseland, Inc.

3.207		Charter of SCA – Dalton, Inc.

3.208		Bylaws of SCA – Dalton, Inc.

3.209		Charter of SCA – Shelby Development Corp.

3.210		Bylaws of SCA – Shelby Development Corp.

3.211		Certificate of Incorporation of SelectRehab, Inc. (f/k/a CMS Unit Management, Inc.)

II-20


Exhibit Numbers		Description

3.212		Amended, Restated Bylaws of SelectRehab, Inc. (f/k/a CMS Unit Management, Inc.)

3.213		Certificate of Incorporation of Sherwood Rehabilitation Hospital, Inc.

3.214		Bylaws of Sherwood Rehabilitation Hospital, Inc.

3.215		Articles of Incorporation of Southeast Texas Rehabilitation Hospital, Inc.

3.216		Bylaws of Southeast Texas Rehabilitation Hospital, Inc.

3.217		Certificate of Limited Partnership of Southern Arizona Regional Rehabilitation Hospital, L.P.

3.218		Agreement of Limited Partnership of Southern Arizona Regional Rehabilitation Hospital, L.P.

3.219		Certificate of Incorporation of Surgery Center Holding Corporation

3.220		Bylaws of Surgery Center Holding Corporation

3.221		Restated Certificate of Incorporation of Surgical Care Affiliates, Inc.

3.222		Bylaws of Surgical Care Affiliates, Inc.

3.223		Restated Certificate of Incorporation of Surgical Health Corporation

3.224		Bylaws of Surgical Health Corporation

3.225		Certificate of Incorporation of Surgicare of Huntsville, Inc.

3.226		Bylaws of Surgicare of Huntsville, Inc.

3.227		Articles of Incorporation of Surgicare of Laguna Hills, Inc.

3.228		Bylaws of Surgicare of Laguna Hills, Inc.

3.229		Articles of Incorporation of Tarrant County Rehabilitation Hospital, Inc.

3.230		Bylaws of Tarrant County Rehabilitation Hospital, Inc.

3.231		Certificate of Limited Partnership of Terre Haute Regional Rehabilitation Hospital, L.P.

3.232		Agreement of Limited Partnership of Terre Haute Regional Rehabilitation Hospital, L.P.

3.233		Certificate of Incorporation of Terre Haute Rehabilitation Hospital, Inc. (f/k/a CMS Work-Able of Fresno, Inc.)

3.234		Bylaws of Terre Haute Rehabilitation Hospital, Inc. (f/k/a CMS Work-Able of Fresno, Inc.)

3.235		Articles of Incorporation of Tyler Rehabilitation Hospital, Inc.

3.236		Bylaws of Tyler Rehabilitation Hospital, Inc.

3.237		Certificate of Limited Partnership of Western Medical Rehab Associates, L.P.

3.238		Limited Partnership Agreement of Western Medical Rehab Associates, L.P.**

3.239		Certificate of Incorporation of Western Neuro Care, Inc.

3.240		Bylaws of Western Neuro Care, Inc.

4.1		Indenture, dated as of June 14, 2006, among HealthSouth Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to $375,000,000 aggregate principal amount of Floating Rate Senior Notes due 2014 (incorporated by reference to Exhibit 4.1 to HealthSouth’s Current Report on Form 8-K, filed with the SEC on June 16, 2006).

II-21


Exhibit Numbers		Description

4.2		Indenture, dated as of June 14, 2006, among HealthSouth Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to $625,000,000 aggregate principal amount of 10.75% Senior Notes due 2016 (incorporated by reference to Exhibit 4.2 to HealthSouth’s Current Report on Form 8-K, filed with the SEC on June 16, 2006).

4.3		Registration Rights Agreement, dated as of June 14, 2006, among HealthSouth Corporation, the Subsidiary Guarantors (as defined therein) and the Initial Purchasers (as defined therein), relating to the $625,000,000 aggregate principal amount of 10.75% Senior Notes due 2016 and the $375,000,000 aggregate principal amount of Floating Rate Senior Notes due 2014 (incorporated by reference to Exhibit 4.3 to HealthSouth’s Current Report on Form 8-K, filed with the SEC on June 16, 2006).

4.4.1		Indenture, dated as of June 22, 1998, between HealthSouth Corporation and PNC Bank, National Association, as trustee, relating to HealthSouth’s 6.875% Senior Notes due 2005 and 7.0% Senior Notes due 2008 (incorporated by reference to Exhibit 4.1.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.4.2		Officer’s Certificate pursuant to Sections 2.3 and 11.5 of the Indenture, dated as of June 22, 1998, between HealthSouth Corporation and PNC Bank, National Association, as trustee, relating to HealthSouth’s 6.875% Senior Notes due 2005 and 7.0% Senior Notes due 2008 (incorporated by reference to Exhibit 4.1.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.4.3		Instrument of Resignation, Appointment and Acceptance, dated as of April 9, 2003, among HealthSouth Corporation, J.P. Morgan Trust Company, National Association (successor in interest to PNC Bank, National Association), as resigning trustee, and Wilmington Trust Company, as successor trustee, relating to HealthSouth’s 6.875% Senior Notes due 2005 and 7.0% Senior Notes due 2008 (incorporated by reference to Exhibit 4.1.3 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.4.4		First Supplemental Indenture, dated as of June 24, 2004, to the Indenture, dated as of June 22, 1998, between HealthSouth Corporation and Wilmington Trust Company, as successor trustee to J.P. Morgan Trust Company, National Association (successor in interest to PNC Bank, National Association), relating to HealthSouth’s 7.0% Senior Notes due 2008 (incorporated by reference to Exhibit 99.3 to HealthSouth’s Current Report on Form 8-K filed on June 25, 2004).

4.4.5		Second Supplemental Indenture, dated as of February 15, 2006, to the Indenture, dated as of June 22, 1998, between HealthSouth Corporation and Wilmington Trust Company, as successor trustee to J.P. Morgan Trust Company, National Association (successor in interest to PNC Bank, National Association), relating to HealthSouth’s 7.0% Senior Notes due 2008 (incorporated by reference to Exhibit 4.3 to HealthSouth’s Current Report on Form 8-K filed on February 17, 2006).

4.5.1		Indenture, dated as of September 25, 2000, between HealthSouth Corporation and The Bank of New York, as trustee, relating to HealthSouth’s 10.750% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.2.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.5.2		Instrument of Resignation, Appointment and Acceptance, dated as of May 8, 2003, among HealthSouth Corporation, The Bank of New York, as resigning trustee, and HSBC Bank USA, as successor trustee, relating to HealthSouth’s 10.750% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.2.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

II-22


Exhibit Numbers		Description

4.5.3		Amendment to Indenture, dated as of August 27, 2003, to the Indenture dated as of September 25, 2000 between HealthSouth Corporation and HSBC Bank USA, as successor trustee to The Bank of New York, relating to HealthSouth’s 10.750% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.2.3 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.5.4		Second Supplemental Indenture, dated as of May 14, 2004, to the Indenture dated as of September 25, 2000 between HealthSouth Corporation and HSBC Bank USA, as successor trustee to The Bank of New York, relating to HealthSouth’s 10.750% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 99.2 to HealthSouth’s Current Report on Form 8-K filed on May 24, 2004).

4.5.5		Third Supplemental Indenture, dated as of February 15, 2006, to the Indenture dated as of September 25, 2000 between HealthSouth Corporation and HSBC Bank USA, as successor trustee to The Bank of New York, relating to HealthSouth’s 10.750% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.4 to HealthSouth’s Current Report on Form 8-K filed on February 17, 2006).

4.6.1		Indenture, dated as of February 1, 2001, between HealthSouth Corporation and The Bank of New York, as trustee, relating to HealthSouth’s 8.500% Senior Notes due 2008 (incorporated by reference to Exhibit 4.3.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.6.2		Amendment to Indenture, dated as of August 27, 2003, to the Indenture dated as of February 1, 2001 between HealthSouth Corporation and The Bank of New York, as trustee, relating to HealthSouth’s 8.500% Senior Notes due 2008 (incorporated by reference to Exhibit 4.3.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.6.3		Second Supplemental Indenture, dated as of May 14, 2004, to the Indenture dated as of February 1, 2001 between HealthSouth Corporation and The Bank of New York, as trustee, relating to HealthSouth’s 8.500% Senior Notes due 2008 (incorporated by reference to Exhibit 99.1 to HealthSouth’s Current Report on Form 8-K filed on May 24, 2004).

4.6.4		Third Supplemental Indenture, dated as of February 15, 2006, to the Indenture dated as of February 1, 2001 between HealthSouth Corporation and The Bank of New York, as trustee, relating to HealthSouth’s 8.500% Senior Notes due 2008 (incorporated by reference to Exhibit 4.1 to HealthSouth’s Current Report on Form 8-K filed on February 17, 2006).

4.7.1		Indenture, dated as of September 28, 2001, between HealthSouth Corporation and National City Bank, as trustee, relating to HealthSouth’s 7.375% Senior Notes due 2006 and 8.375% Senior Notes due 2011 (incorporated by reference to Exhibit 4.4.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.7.2		Instrument of Resignation, Appointment and Acceptance, dated as of April 9, 2003, among HealthSouth Corporation, National City Bank, as resigning trustee, and Wilmington Trust Company, as successor trustee, relating to HealthSouth’s 7.375% Senior Notes due 2006 and 8.375% Senior Notes due 2011 (incorporated by reference to Exhibit 4.4.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.7.3		Amendment to Indenture, dated as of August 27, 2003, to the Indenture dated as of September 28, 2001 between HealthSouth Corporation and Wilmington Trust Company, as successor trustee to National City Bank, relating to HealthSouth’s 7.375% Senior Notes due 2006 and 8.375% Senior Notes due 2011 (incorporated by reference to Exhibit 4.4.3 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

II-23


Exhibit Numbers		Description

4.7.4		Second Supplemental Indenture, dated as of June 24, 2004, to the Indenture, dated as of September 28, 2001, between HealthSouth Corporation and Wilmington Trust Company, as successor trustee to National City Bank, relating to HealthSouth’s 7.375% Senior Notes due 2006 (incorporated by reference to Exhibit 99.2 to HealthSouth’s Current Report on Form 8-K filed on June 25, 2004).

4.7.5		Third Supplemental Indenture, dated as of February 15, 2006, to the Indenture, dated as of September 28, 2001, between HealthSouth Corporation and Wilmington Trust Company, as successor trustee to National City Bank, relating to HealthSouth’s 7.375% Senior Notes due 2006 (incorporated by reference to Exhibit 4.2 to HealthSouth’s Current Report on Form 8-K filed on February 17, 2006).

4.7.6		Second Supplemental Indenture, dated as of June 24, 2004, to the Indenture, dated as of September 28, 2001, between HealthSouth Corporation and Wilmington Trust Company, as successor trustee to National City Bank, relating to HealthSouth’s 8.375% Senior Notes due 2011 (incorporated by reference to Exhibit 99.4 to HealthSouth’s Current Report on Form 8-K filed on June 25, 2004).

4.7.7		Third Supplemental Indenture, dated as of February 15, 2006, to the Indenture, dated as of September 28, 2001, between HealthSouth Corporation and Wilmington Trust Company, as successor trustee to National City Bank, relating to HealthSouth’s 8.375% Senior Notes due 2011 (incorporated by reference to Exhibit 4.6 to HealthSouth’s Current Report on Form 8-K filed on February 17, 2006).

4.8.1		Indenture, dated as of May 22, 2002, between HealthSouth Corporation and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to HealthSouth’s 7.625% Senior Notes due 2012 (incorporated by reference to Exhibit 4.5.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.8.2		Amendment to Indenture, dated as of August 27, 2003, to the Indenture dated as of May 22, 2002 between HealthSouth Corporation and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to HealthSouth’s 7.625% Senior Notes due 2012 (incorporated by reference to Exhibit 4.5.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

4.8.3		First Supplemental Indenture, dated as of June 24, 2004, to the Indenture dated as of May 22, 2002 between HealthSouth Corporation and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to HealthSouth’s 7.625% Senior Notes due 2012 (incorporated by reference to Exhibit 99.5 to HealthSouth’s Current Report on Form 8-K filed on June 25, 2004).

4.8.4		Second Supplemental Indenture, dated as of February 15, 2006, to the Indenture dated as of May 22, 2002 between HealthSouth Corporation and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to HealthSouth’s 7.625% Senior Notes due 2012 (incorporated by reference to Exhibit 4.5 to HealthSouth’s Current Report on Form 8-K filed on February 17, 2006).

4.9		Registration Rights Agreement, dated February 28, 2006, between HealthSouth and the purchasers party to the Securities Purchase Agreement, dated February 28, 2006, re: HealthSouth’s sale of 400,000 shares of 6.50% Series A Convertible Perpetual Preferred Stock (incorporated by reference to Exhibit 4.8 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the securities being registered.**

10.1		Stipulation of Partial Settlement dated as of September 26, 2006, by and among HealthSouth Corporation, the stockholder lead plaintiffs named therein, the bondholder lead plaintiff named therein and the individual settling defendants named therein (incorporated by reference to Exhibit 10.1 to HealthSouth’s Current Report on Form 8-K filed on September 27, 2006).

II-24


Exhibit Numbers		Description

10.2		Settlement Agreement and Policy Release dated as of September 25, 2006, by and among HealthSouth Corporation, the settling individual defendants named therein and the settling carriers named therein (incorporated by reference to Exhibit 10.2 to HealthSouth’s Current Report on Form 8-K filed on September 27, 2006).

10.3		Stipulation of Settlement with Certain Individual Defendants dated as of September 25, 2006, by and among HealthSouth Corporation, plaintiffs named therein and the individual settling defendants named therein (incorporated by reference to Exhibit 10.3 to HealthSouth’s Current Report on Form 8-K filed on September 27, 2006).

10.4		HealthSouth Corporation Transitional Severance Plan – Executive Employees (incorporated by reference to Exhibit 10.1 to HealthSouth’s Current Report on Form 8-K filed on October 24, 2006).

10.5		HealthSouth Corporation Transitional Severance Plan – Corporate Office Employees (incorporated by reference to Exhibit 10.2 to HealthSouth’s Current Report on Form 8-K filed on October 24, 2006).

10.6		Non-Prosecution Agreement, dated May 17, 2006, between HealthSouth and the United States Department of Justice (incorporated by reference to Exhibit 10.2 to HealthSouth’s Quarterly Report on Form 10-Q filed on August 14, 2006).

10.7		Amended Class Action Settlement Agreement, dated March 6, 2006, with representatives of the plaintiff class relating to the action consolidated on July 2, 2003, captioned In Re HealthSouth Corp. ERISA Litigation, No. CV-03-BE-1700 (N.D. Ala.) (incorporated by reference to Exhibit 10.5.1 to HealthSouth’s Quarterly Report on Form 10-Q filed on May 15, 2006).

10.8		First Addendum to the Amended Class Action Settlement Agreement, dated April 11, 2006 (incorporated by reference to Exhibit 10.5.2 to HealthSouth’s Quarterly Report on Form 10-Q filed on May 15, 2006).

10.9		Consent and Waiver No. 1, dated February 15, 2006, to the Senior Subordinated Credit Agreement, dated as of January 16, 2004, among HealthSouth Corporation, the lenders party thereto and Credit Suisse (formerly known as Credit Suisse First Boston), as Administrative Agent and Syndication Agent (incorporated by reference to Exhibit 10.1.4 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

10.10.1		Senior Subordinated Credit Agreement, dated as of January 16, 2004, among HealthSouth Corporation, the lenders party thereto, and Credit Suisse First Boston, as Administrative Agent and Syndication Agent (incorporated by reference to Exhibit 10.1 to HealthSouth’s Current Report on Form 8-K filed on January 20, 2004).

10.10.2		Warrant Agreement, dated as of January 16, 2004, between HealthSouth Corporation and Wells Fargo Bank Northwest, N.A., as Warrant Agent (incorporated by reference to Exhibit 10.2 to HealthSouth’s Current Report on Form 8-K filed on January 20, 2004).

10.10.3		Registration Rights Agreement, dated as of January 16, 2004, among HealthSouth Corporation and the entities listed on the signature pages thereto as Holders of Warrants and Transfer Restricted Securities (incorporated by reference to Exhibit 10.3 to HealthSouth’s Current Report on Form 8-K filed on January 20, 2004).

10.11.1		Amended and Restated Credit Agreement, dated as of March 21, 2005, among HealthSouth Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent, and Deutsche Bank Trust Company Americas, as Documentation Agent (incorporated by reference to Exhibit 10.1 to HealthSouth’s Current Report on Form 8-K filed on March 22, 2005).

II-25


Exhibit Numbers		Description

10.11.2		Collateral and Guarantee Agreement dated as of March 21, 2005, between HealthSouth Corporation and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to Exhibit 10.2 to HealthSouth’s Current Report on Form 8-K filed on March 22, 2005).

10.11.3		Waiver, dated as of February 16, 2006 and effective as of February 22, 2006, to the Amended and Restated Credit Agreement dated as of March 21, 2005, among HealthSouth Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.2.3 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

10.12.1		Term Loan Agreement, dated as of June 15, 2005, among HealthSouth Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp North America, Inc., as Syndication Agent, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as Co-Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10 to HealthSouth’s Current Report on Form 8-K filed on June 15, 2005).

10.12.2		Amendment and Waiver No. 1, dated February 15, 2006, to the Term Loan Agreement, dated as of June 15, 2005, among HealthSouth Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp North America, Inc., as Syndication Agent, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as Co-Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.3.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

10.13.1		Lease Agreement, dated as of December 27, 2001, between State Street Bank and Trust Company of Connecticut, National Association, as Owner Trustee for Digital Hospital Trust 2001-1, and HealthSouth Medical Center, Inc (incorporated by reference to Exhibit 10.5.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.13.2		Participation Agreement, dated as of December 27, 2001, among HealthSouth Medical Center, Inc., HealthSouth Corporation, State Street Bank and Trust Company of Connecticut, National Association, as Owner Trustee for Digital Hospital Trust 2001-1, the various banks and other lending institutions which are parties thereto from time to time as Holders and Lenders, and First Union National Bank (incorporated by reference to Exhibit 10.5.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

10.14		Amended Class Action Settlement Agreement, dated July 25, 2005, with representatives of the plaintiff class relating to the action consolidated on July 2, 2003, captioned In Re Healthsouth Corp. ERISA Litigation, No. CV-03-BE-1700 (N.D. Ala.) (incorporated by reference to Exhibit 10.3.4 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.15.1		HealthSouth Corporation 2004 Amended and Restated Director Incentive Plan (incorporated by reference to Exhibit 10.12.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

10.15.2		Form of Restricted Stock Unit Agreement (2004 Amended and Restated Director Incentive Plan) (incorporated by reference to Exhibit 10.12.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

10.16		HealthSouth Corporation Change in Control Benefits Plan (incorporated by reference to Exhibit 10 to HealthSouth’s Current Report on Form 8-K filed November 14, 2005).

10.17		HealthSouth Corporation Amended and Restated 1993 Consultants Stock Option Plan (incorporated by reference to Exhibit 10.6 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

II-26


Exhibit Numbers		Description

10.18.1		HealthSouth Corporation 1995 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.7.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.18.2		Form of Non-Qualified Stock Option Agreement (1995 Stock Option Plan) (incorporated by reference to Exhibit 10.7.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.19.1		HealthSouth Corporation 1997 Stock Option Plan (incorporated by reference to Exhibit 10.8.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.19.2		Form of Non-Qualified Stock Option Agreement (1997 Stock Option Plan) (incorporated by reference to Exhibit 10.8.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.20.1		HealthSouth Corporation 1998 Restricted Stock Plan (incorporated by reference to Exhibit 10.9.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.20.2		Form of Restricted Stock Agreement (1998 Restricted Stock Plan) (incorporated by reference to Exhibit 10.9.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.21		HealthSouth Corporation 1999 Executive Equity Loan Plan (incorporated by reference to Exhibit 10.10 to HealthSouth Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004).

10.22		HealthSouth 1999 Exchange Stock Option Plan (incorporated by reference to Exhibit 10.22 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 1, 2007).

10.23.1		HealthSouth Corporation 2002 Non-Executive Stock Option Plan (incorporated by reference to Exhibit 10.23.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.23.2		Form of Non-Qualified Stock Option Agreement (2002 Non-Executive Stock Option Plan) (incorporated by reference to Exhibit 10.11.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.24		HealthSouth Corporation Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.13 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.25		HealthSouth Corporation Employee Stock Benefit Plan, as amended (incorporated by reference to Exhibit 10.14 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.26		Employment Agreement, dated as of May 3, 2004, between HealthSouth Corporation and Jay F. Grinney (incorporated by reference to Exhibit 10.15 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.27		Employment Agreement, dated as of June 30, 2004, between HealthSouth Corporation and Michael D. Snow (incorporated by reference to Exhibit 10.16 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.28		Employment Agreement, dated as of September 3, 2004, between HealthSouth Corporation and John L. Workman (incorporated by reference to Exhibit 10.1 to HealthSouth’s Current Report on Form 8-K filed on September 10, 2004).

II-27


Exhibit Numbers		Description

10.29.1		Employment Agreement, dated as of February 1, 2004, between HealthSouth Corporation and John Markus (incorporated by reference to Exhibit 10.18.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.29.2		Amendment 1, dated as of April 14, 2004, to Employment Agreement, dated as of February 1, 2004, between HealthSouth Corporation and John Markus (incorporated by reference to Exhibit 10.18.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.30		Employment Agreement, dated April 19, 2006, between HealthSouth Corporation and Diane L. Munson (incorporated by reference to Exhibit 10.1 to HealthSouth’s Quarterly Report on Form 10-Q filed on August 14, 2006).

10.31		Employment Agreement, dated as of September 27, 2004, between HealthSouth Corporation and Mark J. Tarr (incorporated by reference to Exhibit 10.2 to HealthSouth’s Current Report on Form 8-K filed on October 12, 2004).

10.32		Employment Agreement, dated as of March 1, 2005, between HealthSouth Corporation and Joseph T. Clark (incorporated by reference to Exhibit 10.1 to HealthSouth’s Current Report on Form 8-K filed on February 8, 2005).

10.33		Employment Agreement, dated as of March 1, 2005, between HealthSouth Corporation and James C. Foxworthy (incorporated by reference to Exhibit 10.2 to HealthSouth’s Current Report on Form 8-K filed on February 8, 2005).

10.34		Form of Indemnity Agreement entered into between HealthSouth Corporation and the directors of HealthSouth (incorporated by reference to Exhibit 10.31 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.35		Form of letter agreement with former directors (incorporated by reference to Exhibit 10.32 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on June 27, 2005).

10.36		Written description of Senior Management Bonus Program (incorporated by reference to Item 1.01 to HealthSouth’s Current Report on Form 8-K filed on April 11, 2005).

10.37.1		Written description of HealthSouth Corporation Key Executive Incentive Program (incorporated by reference to Item 1.01 to HealthSouth’s Current Report on Form 8-K filed on November 21, 2005).

10.37.2		Form of Key Executive Incentive Award Agreement (Key Executive Incentive Program) (incorporated by reference to Exhibit 10.35.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

10.38		HealthSouth Corporation 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10 to HealthSouth’s Current Report on Form 8-K, filed on November 21, 2005).

10.39		Form of Non-Qualified Stock Option Agreement (2005 Equity Incentive Plan) (incorporated by reference to Exhibit 10.36.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

10.40		Written description of amendment to Annual Compensation to non-employee directors of HealthSouth Corporation (incorporated by reference to Item 1.01 to HealthSouth’s Current Report on Form 8-K filed on February 27, 2006).

10.41		Settlement Agreement, dated as of December 30, 2004, by and among HealthSouth Corporation, the United States of America, acting through the entities named therein and certain other parties named therein (incorporated by reference to Exhibit 10.1 to HealthSouth’s Current Report on Form 8-K filed on January 5, 2005).

II-28


Exhibit Numbers		Description

10.42		Administrative Settlement Agreement, dated as of December 30, 2004, by and among the United States Department of Health and Human Services acting through the Centers for Medicare & Medicaid Services and its officers and agents, including, but not limited to, its fiscal intermediaries, and HealthSouth Corporation (incorporated by reference to Exhibit 10.3 to HealthSouth’s Current Report on Form 8-K filed on January 5, 2005).

10.43		Corporate Integrity Agreement, dated as of December 30, 2004, by and among the Office of Inspector General of the Department of Health and Human Services and HealthSouth Corporation (incorporated by reference to Exhibit 10.2 to HealthSouth’s Current Report on Form 8-K filed on January 5, 2005).

10.44.1		Consent of Defendant HealthSouth Corporation, dated June 1, 2005, in the lawsuit captioned Securities and Exchange Commission v. HealthSouth Corporation and Richard M. Scrushy, CV-03-J-0615-S (incorporated by reference to Exhibit 99.2 to HealthSouth’s Current Report on Form 8-K filed on June 8, 2005).

10.44.2		Form of Final Judgment as to Defendant HealthSouth Corporation in the lawsuit captioned Securities and Exchange Commission v. HealthSouth Corporation and Richard M. Scrushy, CV-03-J-0615-S (incorporated by reference to Exhibit 99.3 to HealthSouth’s Current Report on Form 8-K filed on June 8, 2005).

10.45		Securities Purchase Agreement, dated February 28, 2006, between HealthSouth and the purchasers party thereto re: the sale of 400,000 shares of 6.50% Series A Convertible Perpetual Preferred Stock (incorporated by reference to Exhibit 10.41 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

10.46		Commitment Letter, dated February 2, 2006, from JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citicorp North America, Inc., Citigroup Global Markets Inc., Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 to HealthSouth’s Current Report on Form 8-K filed on February 3, 2006).

10.47		Credit Agreement, dated March 10, 2006, by and among HealthSouth, the lenders party thereto, JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent, Citicorp North America, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-syndication agents; and Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P. and Wachovia Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.1 to HealthSouth’s Current Report on Form 8-K filed on March 16, 2006).

10.48		Collateral and Guarantee Agreement, dated as of March 10, 2006, by and among HealthSouth, certain of the Company’s subsidiaries and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to HealthSouth’s Current Report on Form 8-K filed on March 16, 2006).

10.49		Interim Loan Agreement, dated March 10, 2006, by and among HealthSouth and certain of the Company’s subsidiaries, the lenders party thereto, Merrill Lynch Capital Corporation, as administrative agent, Citicorp North America, Inc. and JPMorgan Chase Bank, N.A., as co-syndication agents; and Deutsche Bank AG Cayman Islands Branch, Goldman Sachs Credit Partners L.P. and Wachovia Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.3 to HealthSouth’s Current Report on Form 8-K filed on March 16, 2006).

10.50.1		Asset Purchase Agreement, dated as of July 20, 2005, by and among HealthSouth Corporation, HealthSouth Medical Center, Inc., and The Board of Trustees of The University of Alabama (incorporated by reference to Exhibit 10.37.1 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

II-29


Exhibit Numbers		Description

10.50.2		Amended and Restated Asset Purchase Agreement, dated as of December 31, 2005, by and among HealthSouth Corporation, HealthSouth Medical Center, Inc., and The Board of Trustees of The University of Alabama (incorporated by reference to Exhibit 10.37.2 to HealthSouth Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2006).

11.1		Statement of PricewaterhouseCoopers LLP regarding Computation of per Share Earnings (incorporated by reference to Exhibit 11.1 to our Annual Report on Form 10-K for the year ended December 31, 2006).

12.1		Computation of Ratios (incorporated by reference to Exhibit 12 to our Form 10-K/A filed with the SEC on March 22, 2007).

21.1		List of Subsidiaries of HealthSouth Corporation (incorporated by reference to Exhibit 21 to HealthSouth’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 1, 2007).

23.1		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*

23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP.**

24.1		Power of Attorney (included on signature page hereto).

25.1		Form T-1 Statement of Eligibility of The Bank of Nova Scotia Trust Company of New York to act as Trustee under the Indenture*

99.1		Form of Letter of Transmittal*

99.2		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*

99.3		Form of Letter to Clients*

*	Filed herewith.

**	To be filed by amendment.

II-30

EX-3.5 2 dex35.htm RESTATED CERTIFICATE OF INCORPORATION OF ADVANTAGE HEALTH CORPORATION Restated Certificate of Incorporation of Advantage Health Corporation

Exhibit 3.5

RESTATED

CERTIFICATE OF INCORPORATION

ADVANTAGE HEALTH CORPORATION

Advantage Health Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Advantage Health Corporation.

The date of filing its original Certificate of Incorporation with the Secretary of State was February 22, 1990.

2. This Restated Certificate of Incorporation, duly adopted in accordance with Section 245 of the General Corporation Law of Delaware, amends and restates the Certificate of Incorporation of the Corporation in full as follows:

FIRST: The name of the Corporation is Advantage Health Corporation.

SECOND: The Corporation shall have perpetual duration.

THIRD: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

FOURTH: The nature of the business or purposes to be conducted or promoted

(a) To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and other services and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The Board of Directors shall have the power to make, alter or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole Board of Directors. Election of Directors need not be by written ballot. The names and mailing addresses of the Board of Directors, to serve until their successors are elected and qualified pursuant to the General Corporation Law of the State of Delaware and the Bylaws adopted by this Corporation, are as follows:

Richard M. Scrushy

Two Perimeter Park South

Birmingham, Alabama 36243

Aaron Beam. Jr.

Two Perimeter Park South

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South

Birmingham, Alabama 35243

the General Corporation Law of the State of Delaware as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit. No amendment to, or repeal of, this Article SEVENTH shall apply to, or have any effect on, the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.

IN WITNESS WHEREOF, Advantage Health Corporation has caused its corporate seal to affixed hereto and caused this Restated Certificate of Incorporation to executed by Anthony J. Tanner, its Executive Vice President and attested by William W. Horton, its Assistant Secretary, this 26th day of March, 1996.


ADVANTAGE HEALTH CORPORATION

By:		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Vice President


ATTEST:

/s/ William W. Horton
William W. Horton
Assistant Secretary

[SEAL]

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

ADVANTAGE HEALTH MANAGEMENT CORP.

AHC DEVELOPMENT CORP.

ADVANTAGE HEALTH VENTURE CORP.

ADVANTAGEHEALTH COMPREHENSIVE CARE CORP.

ADVANTAGE HEALTH ARLINGTON CORP.

INTO

ADVANTAGE HEALTH CORPORATION

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, Advantage Health Corporation, a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: That the Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: That the Company owns all of the outstanding shares of each class of the capital stock of the following corporations (all of such entities being collectively called the “Subsidiaries”):

(a) Advantage Health Management Corp., a Massachusetts corporation;

(b) AHC Development Corp., a Massachusetts corporation;

(d) AdvantageHEALTH Comprehensive Care Corp., a Massachusetts corporation; and

(e) Advantage Health Arlington Corp., a Massachusetts corporation;

THIRD: The Plans of Merger, duty adopted by the Board of Directors of the Company, are hereto attached as Exhibit A and incorporated herein by reference as of the date hereof.

FOURTH: That the Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board, on the 23rd day of December, 1996, determined to and did merge into itself said Subsidiaries on the conditions set forth in such resolutions:

NOW THEREFORE, BE IT RESOLVED, that the Plan be, and hereby is, in all respects approved in the form presented to the Board, subject to such additional or revised terms and conditions as may be negotiated; and

BE IT FURTHER RESOLVED, that the Board hereby authorizes and empowers the Chairman of the Board, President and Chief Executive Officer of the Company, any Executive Vice President, Senior Vice President or Group Vice President of the Company, and the Secretary or any Assistant Secretary of the Company, to be an Authorized Representative, as such term is hereinafter used in these resolutions; and

BE IT FURTHER RESOLVED, that the Authorized Representatives be, and each of them hereby is, authorized, for and on behalf of the Company, to negotiate, execute and deliver the Plan and to take any and all actions, to make, execute, file and/or record any and all documents and instruments deemed necessary or advisable in order to effect the transactions contemplated by the Plan or by the foregoing resolutions, the taking of such actions and the execution of such documents to be conclusive of their power and authority to do so; and

BE IT FURTHER RESOLVED, that without limiting the foregoing, the Authorized Representatives be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to make, execute and acknowledge a Certificate of Ownership and Merger/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger; and

BE IT FURTHER RESOLVED, that the Authorized Representatives be, and each of them hereby is, authorized, for and on behalf of the Company and under its corporate seal if appropriate, to deliver all agreements and instruments and take all further actions that they deem necessary or appropriate in order to carry out the purposes of the Plan and the foregoing resolutions.

FIFTH: The merger of the Subsidiaries into the Company shall become effective at the close of business on the thirty-first day of December, 1996, Eastern Standard Time.

IN WITNESS WHEREOF, said Advantage Health Corporation has caused this Certificate to be signed by William W. Horton, its Vice President, this 23rd day of December, 1996.


ADVANTAGE HEALTH CORPORATION

/s/ William W. Horton
William W. Horton
Its Vice President

This Document Prepared By:

Ross N. Cohen

Haskell Slaughter & Young, L.L.C.

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger were advised, authorized and approved by the Board of Directors of Advantage Health Corporation, in the manner prescribed by the Articles/Certificates of Incorporation or charters of the constituent corporations, the General Corporation Law of the State of Delaware and the Massachusetts Business Corporation Law:

1. Advantage Health Corporation, a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary Advantage Health Management Corp., a Massachusetts corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

2. Upon the effectiveness of such merger, (a) the separate corporate existence of the Subsidiary shall cease, (b) all outstanding shares of capital stock of the Subsidiary shall be canceled and no shares of capital stock of the Parent shall be issued as a result of the merger, (c) all corporate acts, liabilities and obligations of the Subsidiary shall become the acts, liabilities and obligations of the Parent, and (d) the merger shall have all effects specified in applicable provisions of the General Corporation Law of the State of Delaware and the Massachusetts Business Corporation Law.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Parent, any Executive Vice President, Senior Vice President or Group Vice President of the Parent, and the Secretary or any Assistant Secretary of the Parent, are hereby authorized and directed to make, execute and acknowledge a Certificate of Ownership and Merger/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of this of 23rd day of December, 1996.


ADVANTAGE HEALTH CORPORATION

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President


ATTEST:

By:		/s/ C. Drew Demaray
		C. Drew Demaray
		Assistant Secretary


ADVANTAGE HEALTH MANAGEMENT CORP.

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary


ATTEST:

By:		/s/ William W. Horton
		William W. Horton
		Assistant Secretary

EX-3.6 3 dex36.htm ADVANTAGE HEALTH CORPORATION RESTATED BYLAWS Advantage Health Corporation Restated Bylaws

Exhibit 3.6

Exhibit B

ADVANTAGE HEALTH CORPORATION

RESTATED BY-LAWS

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the board of directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders.

Section 2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the chief executive officer or the board of directors, by the affirmative vote of a majority of the Whole Board and shall be held at such place, on such date, and at such time as shall be fixed by the board of directors or the person calling the meeting. The term “Whole Board” shall mean the total number of authorized directors, whether or not there exists any vacancies in previously authorized directorships.

Section 3. Notice of Meetings.

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Restated Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of the voting power of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the voting power of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the voting power of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

Section 5. Organization.

Such person as the board of directors may have designated or, in the absence of such a person, the Chairman of the Board or, in his absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy,

shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

Section 6. Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as may seem to him in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

Section 7. Notice of Stockholder Business and Nominations.

A. Annual Meetings of Stockholders.

(1) Nominations of persons for election to the board of directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the board of directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the sixtieth (60) day nor earlier than the close

(f business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such an anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the ninetieth (90) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation l4A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the Corporation that are owned beneficially and held of record by such stockholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section to the contrary, in the event that the number of directors to be elected to the board of directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased board of directors at least seventy (70) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or sixty (60) days after such anniversary date, at least seventy (70) days prior to such annual meeting), a stockholder’s notice required by this Section shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

B. Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the board of directors or (b) provided that the board of directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any such stockholder may nominate a person or persons (as the case may be),

for ,election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the ninetieth (90th) day prior to such special meeting not later than the close of business of the sixtieth (60th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting.

C. General.

(1) Only such persons who are nominated in accordance with the procedures set forth in this Section shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law or these by-laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section and, if any proposed nomination or business is not in compliance herewith to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of this Section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13,14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section shall

be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors under specified circumstances.

Section 8. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or their reproduction shall be a complete reproduction of the entire original writing or transmission.

All voting, including on the election of directors but excepting where otherwise required by law, may be a voice vote. Any vote not taken by voice shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

Section 9. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE II - BOARD OF DIRECTORS

Section 1. General Powers, Number and Term of Office

The business and affairs of the Corporation shall be under direction of its board of directors. The number of directors who shall constitute the Whole Board shall be such number as the board of directors shall from time to time have designated. Each director shall be elected for a term of one year and until his successor shall have been duly elected and qualified, except as otherwise required by law.

Section 2. Vacancies and Newly Created Directorships.

Subject to the rights of the holders of any class or series of Preferred Stock, and except as otherwise determined by the board of directors or required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the board shall shorten the term of any incumbent director.

Section 3. Regular Meetings.

Regular meetings of the board of directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the board of directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4. Special Meetings.

Special meetings of the board of directors may be called by a majority of the Whole Board or by the chief executive officer and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5. Quorum.

At any meeting of the board of directors, a majority of the Whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings by Conference Telephone.

Members of the board of directors, or of any committee thereof, may participate in a meeting of the board of directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7. Conduct of Business.

At any meeting of the board of directors, business shall be transacted in such order and manner as the board of directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the board of directors without a meeting if all members of the board of directors who are then in office consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board of directors.

Section 8. Powers.

The board of directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing the unqualified power:

(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock option, stock purchase bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,

(8) To adopt from time to time regulations not inconsistent herewith, for the management of the Corporation’s business and affairs.

Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the board of directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the board of directors.

ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The board of directors, by a vote of a majority of the Whole Board, may from time to time designate committees of the board of directors, with such lawfully delegable powers

and duties as it thereby confers, to serve at the pleasure of the board of directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of a committee. Any committee so designated may exercise the power and authority of the board of directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution that designates the committee or a supplemental resolution of the board of directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member.

Section 2. Conduct of Business.

Each committee of the board of directors may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provisions shall be made for notice to members of all meetings of committees. One-third (1/3) of the members of any committee shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV - OFFICERS

Section 1. Generally.

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the board of directors. Officers shall be elected by the board of directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person.

Section 2. Chief Executive Officer.

The Chief Executive Officer shall be the chief executive officer of the Corporation and shall, subject to the direction of the board of directors, have general supervision and control of its business. Unless otherwise provided by resolution of the board of directors, the Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, if any, at meetings of the board of directors. The Chief Executive Officer shall have general supervision and direction of all of the officers, employees and agents of the Corporation.

Section 3. Chairman of the Board.

The Chairman of the Board, if any, shall preside at all meetings of the board of directors at which he is present and shall have such authority and perform such duties as may be prescribed by these By-Laws or from time to time determined by the board of directors.

Section 4. President.

Except for meetings at which the Chief Executive Officer or the Chairman of the Board, if any, presides the President shall, if present, preside at all meetings of stockholders, and if a director, at all meetings of the board of directors. The President shall, subject to the control and direction of the Chief Executive Officer and the board of directors, have and perform such powers and duties as may be prescribed by these By-Laws or from time to time be determined by the board of directors or the Chief Executive Officer. The President shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized.

Section 5. Vice President.

Each Vice President shall have such powers and duties as may be delegated to him by the board of directors. One (1) Vice President shall be designated by the board of directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

Section 6. Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the board of directors may from time to time prescribe.

Section 7. Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the board of directors may from time to time prescribe.

Section 8. Delegation of Authority.

The board of directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provisions hereof.

Section 9. Removal.

Any officer of the Corporation may be removed at any time, with or without cause, by the board of directors or the Chief Executive Officer.

Section 10. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the board of directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Right to Indemnification.

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered

by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation.

Section 2. Right to Advancement of Expenses.

The right to indemnification conferred in Section 1 of this Article shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an Indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this Article shall be contracted rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs executors and administrators.

Section 3. Right of Indemnitees to Bring Suit.

If a claim under Section 1 or 2 of this Article is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be

twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the Corporation.

Section 4. Non-Exclusivity of Rights.

The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Restated Certificate of Incorporation, these by-laws, any agreement, any vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6. Indemnification of Employees and Agents of the Corporation.

The Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VI - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be by facsimile.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of this Article, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date of which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the board of directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the board of directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the board of directors may establish.

ARTICLE VII - NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VIII - MISCELLANEOUS

Section l. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these by-laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the board of directors or a committee thereof.

Section 2. Corporate Seal.

The board of directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the board of directors or a committee thereof, duplicates of the seal may be kept and used by the Secretary or Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 3. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the board of directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees or committees of the board of directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Fiscal Year.

The fiscal year of the Corporation shall be as fixed by the board of directors.

Section 5. Time Periods.

In applying any provision of these by-laws that requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE IX - AMENDMENTS

These by-laws may be amended or repealed by the affirmative vote of a majority of the Whole Board at any meeting or by the stockholders by the affirmative vote of eighty percent (80%) of the outstanding voting power of the then-outstanding shares of capital stock of the Corporation at any meeting at which a proposal to amend or repeal these by-laws is properly presented.

EX-3.7 4 dex37.htm ARTICLES OF ORGANIZATION OF ADVANTAGE HEALTH DEVELOPMENT CORP. Articles of Organization of Advantage Health Development Corp.

Exhibit 3.7

THE COMMONWEALTH OF MASSACHUSETTS

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL J. CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF ORGANIZATION

(Under G.I. Ch. 1568)

ARTICLE I

The name of the corporation is:

Advantage Health Development Corp.

ARTICLE II

The purpose of the corporation is to engage in the following business activities:

To acquire, manage, develop, own, hold, rent, lease, encumber, improve, exchange, buy and sell real property, collect rents and engage in the general real estate business; to acquire, develop, own and/or operate for investment purposes business of all types and description; to participate as a general or limited partner in partnerships formed for any such purposes.

To provide financial and other services relating to the acquisition, development, ownership and management of business of all types, including, without limitation, syndication, mortgage brokering, mortgage financing, consulting, and brokering of businesses and other types of properties.

To do all things necessary, suitable or proper for the accomplishment of any of the purposes or powers herein set forth, and to do every other act or thing incidental or appurtenant to, or growing out of or connected with the purposes herein stated.

To engage in any other lawful act or activity, whether related or unrelated to the business described above, which may be lawfully carried on by a cooperation organized under Chapter 156B of the General Laws of the Commonwealth of Massachusetts.

ARTICLE III

The type and classes of stock and the total number of shares and par value, if any, of each type and class of stock which the corporation is authorized to issue is as follows:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:	15,000	COMMON:	NONE
PREFERRED:	NONE	PREFERRED:	NONE

ARTICLE IV

If more than one type, claims or series is authorized, a description of each with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to such type and share thereof and any series now established.

N/A

ARTICLE V

The restrictions, if any, bypassed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

Any stockholder, including the heirs, assigns, executors or administrators of a deceased stockholder, desiring to sell or transfer such stock owned by him or them, shall first offer it to the corporation through the Board of Directors, in the manner following: He shall notify the directors of his desire to sell or transfer by notice in writing, which notice shall contain the price at which he is willing to sell or transfer and the name of one arbitrator. The directors shall within thirty days thereafter, either accept the offer, or by notice to him in writing name a second arbitrator, and these two shall name a third. It shall then be the duty of the arbitrators to ascertain the value of the stock, and if any arbitrator shall neglect or refuse to appear at any meeting appointed by the arbitrators, a majority may act in the absence of such arbitrator. After the acceptance of the offer, or the report of the arbitrators as to the value of the stock, the directors shall have thirty days within which to purchase the same at such valuation, but if at the expiration of thirty days, the corporation shall not have exercised the right to so purchase, the owner of the stock shall be at liberty to dispel of the same in any manner as he may see fit. No shares of stock shall be sold or transferred on the books of the corporation until these provisions have been complied with, but the Board of Directors may in any particular instance, waive the foregoing requirement.

ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: (If there are no provisions state “None”.)

See Continuation Sheet— Article VI attached hereto and incorporated herein by this reference.

Note: The preceding six (6) articles are considered to be permanent and may ONLY be changed by filing appropriate Articles of ??.

February 9, 1988

Michael J. Connolly, Secretary

Commonwealth of Massachusetts

One Ashburton Place

Boston, Massachusetts 02108


Re:		Advantage Health Development Corp.

Dear Mr. Secretary:

Please be informed that the undersigned, being a duly elected Vice-President of Advantage Health Corporation (formerly The Edward LeRoux Group, Inc.), a Massachusetts corporation, hereby acknowledges the consent of said Corporation, to the use of a name similar to said corporate name by a corporation to be formed under the provisions of Chapter 156B of the Massachusetts General Laws, whose Articles of Organization are attached hereto.


Very truly yours,
Advantage Health Corporation

By:
		Robert E. Spencer
		Vice-President

February 9, 1988

Michael J. Connolly, Secretary

Commonwealth of Massachusetts

One Ashburton Place

Boston, Massachusetts 02108


Re:		Advantage Health Development Corp.

Dear Mr. Secretary:

Please be informed that the undersigned, being a duly elected Vice-President of Advantage Health Management Corp., a Massachusetts corporation, hereby acknowledges the consent of said Corporation, to the use of a name similar to said corporate name by a corporation to be formed under the provisions of Chapter 156B of the Massachusetts General Laws, whose Articles of Organization are attach hereto.


Very truly yours,
Advantage Health Corporation

By:
		Robert E. Spencer
		Vice-President

CONTINUATION SHEET –ARTICLE VI

(a) Meetings of the stockholders of this corporation shall be held within the Commonwealth of Massachusetts or elsewhere in the United States, as the Directors shall determine.

(b) The Board of Directors of this corporation may alter, amend or repeal its By-Laws in whole or in part except with respect to any provision thereof which by law or the By-Laws of the Corporation require action by the stockholders of the Corporation.

(c) No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of a director to the extent it may be imposed by law: (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 of Chapter l56B, or (iv) for any transaction from which the director derived an improper personal benefit.

(d) The Corporation may serve as a general partner or limited partner of any Partnership which it would have power to conduct by itself.

ARTICLE VII

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

The information contained in ARTICLE VIII is NOT a PERMANENT part of the Articles of Organization and may be changed ONLY by filing the appropriate form provided therefor.

ARTICLE VIII

a. The post office address of the corporation IN MASSACHUSETTS is:

304 Cambridge Road, Woburn, Massachusetts 01801

b. The name, residence and post office address (if different) of the directory and officers of the corporation are as follows:


	NAME	RESIDENCE	POST OFFICE ADDRESS
President	Raymond J. Dunn, III	169 Whitcomb Avenue, Littleton, MA 01460


Treasurer	Robert E. Spencer	31 Clark Hill Drive, N. Easton, MA 02356

Chair	Michael P. Curran	36 Christine Terrace, S. Weymouth, MA 02190

Directors	Raymond J. Dunn, III	169 Whitcomb Avenue, Littleton, MA 01460

	Robert E. Spencer	31 Clark Hill Drive, N. Easton, MA 02356

	Edward G. LaRoux, Jr.	2501 Partridge Dr., Lake Eloise, Winter Haven, FL 33882

	Michael F. Curran	36 Christine Terrace, S. Weymouth, MA 02190

c. The fiscal year (i.e. tax year) of the corporation shall end on the last day of the month of:

August 31st.

d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if any, is:

N/A

ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose statutes are set forth above, have been duly elected.

IN WITNESS WHEREOF and under the points and penalties of perjury, I/WE, whose signature(s) appear below as incorporator(s) and whose names and business or residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do hereby associate with the intention of forming this corporation under the provisions of General Law Chapter 156th and do hereby sign these Articles of Organization so incorporated this 9^th day of February, 1988

Lawrence Litwak, 9 Solomon Pierce Road, Lexington, Massachusetts 02420

EX-3.8 5 dex38.htm BYLAWS OF ADVANTAGE HEALTH DEVELOPMENT CORP. Bylaws of Advantage Health Development Corp.

Exhibit 3.8

BY-LAWS OF

ADVANTAGE HEALTH DEVELOPMENT CORP.

ARTICLE I

PLACE OF BUSINESS AND FISCAL YEAR

Section 1.1 – Office

The corporation shall have its principal place of business at 304 Cambridge Road, Woburn, Massachusetts. It may establish such additional places of business, within or without the Commonwealth of Massachusetts, as the Board of Directors may, from time-to-time, determine.

Section 1.2 – Fiscal Year

The fiscal year of the corporation shall end on the 31st day of August in each year, except as, from time-to-time otherwise changed by the Board of Directors.

ARTICLE II

STOCKHOLDERS’ MEETINGS

Section 2.1 – Place

All meetings of the Stockholders shall be held within the United States, either at the principal place of business of the corporation, or, if permitted by the Articles of organization, at such other place or places as shall be designated by the president or by a majority of the Board of Directors acting by vote or by written instrument(s) signed by them and stated in the notice of the meeting from time-to-time.

Section 2.2 – Date and Time of Annual Meeting

The Annual Meeting of Stockholders shall be held on the second Thursday of November in each year (or, if such date shall be a legal holiday in the place where the Annual Meeting is to be held, then on the next succeeding full business day), at 10:00 A.M., unless a different hour is fixed by a majority of the Board of Directors or the President and is stated in the notice of the Annual Meeting of the Stockholders. The purposes for which the Annual Meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by the By-Laws, may be specified by the Board of Directors or the President. If no Annual Meeting of the Stockholders is held in accordance with the provisions of these By-Laws, a Special Meeting of the Stockholders may be held in lieu thereof, and any action taken at such Special Meeting of the Stockholders shall have the same effect as if taken at the Annual Meeting of the Stockholders.

Section 2.3 – Notice and Waiver of Notice

Written or printed notice of the place, date and hour of any Annual or Special Meeting of the Stockholders shall be given by the Clerk at least seven (7) days prior to the Annual Meeting or Special Meeting of the Stockholders, to each Stockholder entitled to vote thereat and to each Stockholder who is entitled to such notice by law, by the Articles of Organization, or by these By-Laws. Whenever notice of an Annual Meeting or Special Meeting is required to be given the Stockholders, as required by law, the Articles of Organization, or these By-Laws, a written waiver thereof, executed before, at, or after the Annual Meeting or Special Meeting by each of the Stockholders, and filed with the records of such Annual or Special Meeting, shall be deemed to be equivalent to such notice.

Section 2.4 – Methods of Giving Notice

The notice specified in Section 2.3 of this ARTICLE II may be given by the Clerk either:

(a)

By delivering such notice to the person entitled thereto, in hand, at his residence, or at his usual place of business; or

(b)

by mailing such notice to the person entitled thereto, postage prepaid, to his address as it appears on the records of the corporation.

Section 2.5 – Officer Giving Notice

In case of the death, absence, incapacity or refusal of the Clerk, such notice may be given by any other officer of the corporation or by a person designated by the Clerk, by the person(s) calling the meeting or by the Board of Directors.

Section 2.6 – Business of Annual Meeting

The Annual Meeting of the Stockholders shall be held to:

(a)

Elect the Board of Directors;

(b)

Hear the report of the Treasurer; and

(c)

Transact such other business as may come before the Annual Meeting of the Stockholders.

Section 2.7 – Call of Special Meetings

A Special Meeting of the Stockholders may be called, at any time, by the President or by a majority of the Board of Directors, and, upon written application to the Clerk by the Stockholders of at least one-tenth (1/10) part in interest of the shares of stock entitled to vote at a Special Meeting of the Stockholders, stating the time, place, hour and purpose of the Special Meeting of the Stockholders, the Clerk shall call a Special Meeting of the Stockholders.

Section 2.8 – Agenda of Special Meeting

Special Meetings of the Stockholders shall transact such business as may come before them; provided, however, that if called upon application of the Stockholders, as set forth in Section 2.7 of this ARTICLE II, Special Meetings of the Stockholders shall transact only such business as is designated in the call.

Section 2.9 – Quorum

At any meeting of the stockholders, a quorum shall consist of a majority of the shares of stock issued, outstanding and entitled to vote (or if there are two (2) or more classes of stock entitled to vote as separate classes, then in the case of each class, the holders of a majority of the shares of stock of that class present or represented and voting on a question), except where a larger vote is required by law, the Articles of Organization or these By-Laws, but a lesser interest so present may, by majority vote, adjourn any Annual or Special Meeting of the Stockholders, from time-to-time, and such Annual or Special Meeting of the Stockholders may be held, as adjourned, without further notice. Stock owned directly or indirectly by the corporation shall not be deemed outstanding for this purpose. At any such adjourned Annual or Special Meeting of the Stockholders, at which a quorum may be present, any business may be transacted which could have been transacted at the Annual or Special Meeting of the Stockholders, as originally called.

Section 2.10 – Vote Necessary to Decide Questions

When a quorum is present, the holders of a majority of the shares of stock present or represented and voting on a question shall decide any question to be voted on by the Stockholders. An election to any office shall be determined by a plurality of the votes cast by the Stockholders entitled to vote at the election. No ballot shall be required for such election unless requested by a Stockholder present or represented at the Annual or Special Meeting of the Stockholders and entitled to vote in such election. The corporation shall not, directly or indirectly, vote any of its shares of stock.

Section 2.11 – Voting and Proxies

Each Stockholder shall have one (1) vote for each share of stock entitled to vote and held by him of record according to the records of the corporation (and a proportionate vote for a fractional share), unless otherwise provided by law, the Articles of Organization, or these By-Laws. Stockholders entitled to vote may vote either in person or by a written proxy dated not more than six (6) months before the Annual or Special Meeting of the Stockholders named therein. Proxies shall be filed with the Clerk of the Annual or Special Meeting of the Stockholders, or of any adjournment thereof, before being voted. Except as otherwise limited therein, a proxy shall entitle the person named therein to vote at any adjournment of such Annual or special Meeting of the Stockholders, but it shall not be valid after final adjournment of such Annual or Special Meeting of the Stockholders. A proxy with respect to a share of stock held in the name of two (2) or more persons shall be valid if executed by one (1) of them, unless, at or prior to the exercise of the proxy, the corporation receives a specific written notice to the contrary from any one (1) of them. A proxy purporting to be executed by, or on behalf of, a Stockholder shall be deemed valid, unless challenged at, or prior to, its exercise.

Section 2.12 – Action By Consent

Unless otherwise required by law, the Articles of Organization, or these By-Laws, any action, required or permitted to be taken at any Annual or Special Meeting of the Stockholders, may be taken without an Annual or Special Meeting of the Stockholders if each of the Stockholders entitled to vote on the question consent to the action, in writing, and such written consents are filed with the records of the meetings of the Stockholders. Such written consents shall be treated, for all purposes, as a vote at an Annual or Special Meeting of the Stockholders.

ARTICLE III

DIRECTORS’ MEETINGS

Section 3.1 – Place and Call of Regular Meeting

A Regular Meeting of the Board of Directors, at which officers may be elected, shall be held each year, without call or formal notice, immediately after, and at the same place as, the Annual Meeting of the Stockholders, any adjournment thereof or the Special Meeting of the Stockholders held in lieu thereof.

Section 3.2 – Other Regular Meetings

Other Regular Meetings of the Board of Directors may be held at such time and place as may be fixed by the Board of Directors, from time-to-time. No call or formal notice shall be required for the validity of other Regular Meetings of the Board of Directors provided absent directors shall he given notice as provided in Section 3.5 of this ARTICLE III of the fixing of such times and places and provided further that any resolution relating to the holding of regular meetings shall remain in force only until the next Annual Meeting of the Stockholders.

Section 3.3 – Special Meetings

The President, any Vice-President, Treasurer or any two (2) Directors shall have the power to call a Special Meeting of the Board of Directors, whenever, in his or their opinion, the interests of the corporation so require.

Section 3.4 – Meetings Without the Commonwealth

Meetings of the Board of Directors may be held within or without the Commonwealth of Massachusetts, either at the principal place of business of the Corporation, at the offices of legal counsel to the Corporation, or at such other places as shall be designated by the Board of Directors from time-to-time. Any business may be transacted at a Regular or Special Meeting of the Board of Directors, although such business has not been specified in the notice of the Regular or Special Meeting.

Section 3.5 – Notice of Special Meetings

Notice of any Special Meeting of the Board of Directors shall be given to each Director entitled to vote thereat by the Clerk, or, in case of the death, absence, incapacity or refusal of the Clerk, such notice may be given by any other officer or Director of the corporation.

Section 3.6 – Method of Giving Notice

The notice specified in Section 3.5 of this ARTICLE III shall be given by the Clerk to each Director, by mailing to him, postage prepaid, and addressed to him at his address as registered on the books of the Corporation, or if not so registered at his last known home or business address, a written notice of such meeting at least forty-eight (48) hours before the meeting or by delivering such notice to him at least twenty-four (24) hours before the meeting, by prepaid telegram addressed to him at such address. If the Clerk refuses or neglects for more than twenty-four (24) hours after receipt of a call to give notice of such special meeting, or if the office of Clerk is vacant or the Clerk is absent from the Commonwealth of Massachusetts, or incapacitated, such notice may be given by the officer or one (1) of the Directors calling the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice of a Directors, meeting need not specify the purposes of the meeting.

Section 3.7 – Waiver

Any Regular or Special Meeting of the Board of Directors shall be a legal meeting, without call or notice thereof; provided, however, that all of the Directors are present or waive

notice thereof by a writing (including a waiver transmitted by telegram) filed with the records of the Regular or special Meeting of the Directors. A notice, or waiver of notice, of a Regular or Special Meeting of the Directors need not specify the purpose of such Regular or Special Meeting of the Directors.

Section 3.8 – Quorum

A majority of the Directors holding office shall constitute a quorum for the transaction of business at any Regular or Special Meeting of the Board of Directors, but a lesser number may, by majority vote, adjourn any Regular or Special Meeting of the Board of Directors, from time-to-time, and such Regular or Special Meeting of the Board of Directors may be held, as adjourned, without further notice. At any such adjourned Regular or Special Meeting of the Board of Directors, at which a quorum may be present, any business may be transacted which could have been transacted at the Regular or Special Meeting of the Board of Directors, as originally called.

Section 3.9 – Vote Necessary to Pass Motions

At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present, except in any case where a larger vote is required by law, the Articles of organization, or by these By-Laws, shall be sufficient to decide any question.

Section 3.10 – Action. by Consent

Unless otherwise required by law, the Articles of organization, or these By-Laws, any action, required or permitted to be taken at any Regular or Special Meeting of the Board of Directors, may be taken without a Regular or Special Meeting of the Board of Directors if each of the Directors entitled to vote on the question consent to the action, in writing, and such written consents are filed with the records of the meetings of the Board of Directors. Such written consents shall be treated, for all purposes, as a vote at a Regular or Special Meeting of the Board of Directors.

Section 3.11 – Meeting by Telecommunications

Members of the Board of Directors or any committee elected Hereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.

ARTICLE IV

OFFICERS AND THEIR ELECTION

Section 4.1 – Officers

The officers of the corporation shall be the President, Treasurer and Clerk. Each member of the Board of Directors may, but need not be, an officer. The Board of Directors shall consist of at least one (1) member at such times when there is only one (1) Stockholder, at least two (2) members at such times when there are only two (2) Stockholders, and at least three (3) members at such times when there are three (3) or more Stockholders. The number of Directors shall be fixed from time-to-time by the Stockholders and may be enlarged by a vote of a majority of the Directors then in office. The officers and the Directors need not be Stockholders of the corporation.

Section 4.2 – Other Officers

There may be such other officers and agents, with such duties, powers and terms of office as the Board of Directors, in their sole discretion, may choose and appoint. Such other officers and agents, in each instance, shall hold office at the pleasure of the Board of Directors.

Section 4.3 – Election of Directors

The Directors shall be elected annually by ballot by such Stockholders as have the right to vote at the Annual Meeting of the Stockholders.

Section 4.4 – Election of Other Officers

The President, Treasurer and Clerk shall be elected annually by the Board of Directors at their first meeting following the Annual Meeting of the Stockholders and until their successors are chosen and qualified. Other officers may be chosen by the Directors at such meeting or at any other meeting.

Section 4.5 – Eligibility of Officers

The officers may, but need not, be a Director. No officer need be a Stockholder. Any two (2) or more offices may be held by the same person. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Board of Directors to give a bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the Board of Directors may determine. The premiums for such bonds may be paid by the corporation.

Section 4.6 – Term

Each Director and each officer shall hold office until the later of: (i) the next Annual Meeting of the Stockholders or election of officers by the Directors, as the case may be, (ii) the date his successor is chosen and qualified, or (iii) his sooner death, resignation, removal or disqualification, except as otherwise provided by law, the Articles of Organization or these By-Laws.

Section 4.7 – Vacancy Filled by Directors

In case a vacancy shall occur from any cause (including a vacancy resulting from an enlargement of the Board), in the Board of Directors or in any other office, a majority of the

remaining Directors acting as a Board may choose a person to fill such vacancy. Each officer or Director elected to fill such vacancy, shall hold office for the unexpired term and until the later of: (i) the next Annual Meeting of the Stockholders or election of officers by the Directors, as the case may be, (ii) the date a successor is chosen and qualified, or (iii) his sooner death, resignation, removal or disqualification, except as otherwise provided by law, the Articles of Organization, or these By-Laws.

Section 4.8 – Vacancy Filled by Stockholders

The stockholders may, at a Special Meeting of the Stockholders, choose a successor to a Director or officer who has vacated such office, and the person so chosen shall displace any successor theretofore chosen by the Board of Directors. Each officer or Director elected to fill such vacancy, shall hold office for the unexpired term and until the later of: (i) the next annual election of Directors and officers, (ii) the date a successor is chosen and qualified, or (iii) his sooner death, resignation, removal or disqualification, except as otherwise provided by law, the Articles of Organization, or these By-Laws.

Section 4.9 – Resignation of Director or Officer

Any Director or officer may resign at any time. The resignation of a Director or officer shall be in writing and shall take effect at the time specified. The acceptance of the resignation of a Director shall not be necessary to make it effective. The resignation of an officer shall be in writing and shall take effect upon acceptance by the Board of Directors.

Section 4.10 – Removal of Directors

A Director may be removed from office, with or without cause, by vote of the Stockholders holding a majority of the issued and outstanding shares of stock and entitled to vote in the election of Directors, provided that the Directors of a class elected by a particular class of Stockholders may be removed only by the vote of the holders of a majority of the shares of such class, or for cause by a vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and an opportunity to be heard before the body proposing to remove him.

Section 4.11 – Removal of Other Officers

The Directors may remove any other officer, with or without cause, by a vote of a majority of the Directors then in office; provide, however, that an officer may be removed for cause only after reasonable notice and an opportunity to be heard before the Board of Directors prior to action thereon. Except as the Directors may otherwise determine, no Director or officer who resigns, or is removed, shall have any right to any compensation as such Director or officer for any period following his resignation or removal, or any right to damages on account of such removal whether his compensation be by the month or by the year or otherwise; provided, however, that the foregoing provision shall not prevent such Director or officer from obtaining damages for breach of any contract of employment legally binding upon the corporation.

ARTICLE V

POWERS OF THE DIRECTORS, COMMITTEES

Section 5.1 – Powers

The Board of Directors shall have, and it may exercise, all the powers of the corporation, except such as are reserved to the Stockholders by law, the Articles of Organization or by these By-Laws. The Board of Directors shall have the entire management responsibilities for, and control of, the property, business and affairs of the corporation.

A Director may receive compensation from the corporation for his services as a Director; moreover, a Director stall be reimbursed by the corporation for out-of-pocket expenses of attendance at any Regular or Special Meeting of the Board of Directors. Nothing herein contained shall preclude any Director from serving the corporation, in any other capacity, as an officer, agent, or otherwise, and from being reasonably compensated therefor.

Section 5.2 – Committees

The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number an Executive Committee or other committees and may delegate thereto some or all of its powers except those which by law, by the Articles of Organization, or by these By-Laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-Laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall upon request report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

ARTICLE VI

POWERS AND DUTIES OF THE OFFICERS

Section 6.1 – Powers and Duties of the Officers

Each officer shall have, in addition to the powers and duties hereinafter in this ARTICLE VI provided, such powers and duties as are commonly incident to his office and such other powers and duties as the Board shall, from time-to-time, determine.

Section 6.2 – President

The President shall be the chief executive officer of the corporation, and, subject to the control of the Board of Directors, he shall have charge over and supervision of the property, business and affairs of the corporation. He shall preside when present at all Annual and Special Meetings of the Stockholders and Regular and Special Meetings of the Board of Directors.

Section 6.3 – Vice-Presidents

In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time-to-time prescribe.

Section 6.4 – Treasurer

The Treasurer shall, subject to such requirements as the Board of Directors may from time-to-time adopt: (i) supervise the financial matters of the corporation; (ii) have power, for and in the name of the corporation, to borrow, from time-to-time, such amounts of money as he may deem necessary for the current needs of the corporation in the transaction of its business and, to give as evidence of such borrowing, a note or notes of the corporation; (iii) be responsible for the care and custody of the moneys, funds, receipts, disbursements, securities and valuable papers or documents of the corporation, except as otherwise herein provided; (iv) have power to endorse for deposit or collection, all notes, checks, drafts, and similar instruments payable to the corporation, in and with such depositaries as the Board of Directors shall, from time-to-time, determine, and to accept drafts on behalf of the corporation; (v) keep, or cause to be kept,

accurate books of account relating to the moneys and financial affairs of the corporation, which shall always be open to inspection by the Board of Directors during usual business hours; (vi) render an account of the financial condition of the corporation and of all its transactions to the President or to the Board of Directors, whenever required; (vii) make and submit a like report for the preceding fiscal year of the corporation at the Annual Meeting of the Stockholders; (viii) have custody of the certificate and transfer books and stock ledger of the corporation; and (ix) record all transfers of shares of stock in the corporation. The Treasurer may be required to give bond with sureties as the Board of Directors may prescribe.

Section 6.5 – Clerk

The Clerk shall attend and keep the records of the Annual and Special Meetings of the Stockholders and of the Regular and Special Meetings of the Board of Directors, in books kept at the principal office of the corporation or the office of legal counsel to the corporation. The books shall be open to the inspection of any Stockholder or Director at all reasonable times. He shall call Annual and Special Meetings of the Stockholders and of the Board of Directors, at the times and in the manner hereinabove provided. In the absence of the Clerk from any Annual or Special Meeting of the Stockholders or from any Regular or Special Meeting of the Board of Directors, a Temporary Clerk, designated by the person presiding at the meeting, shall perform the duties of the Clerk.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification

(a) The corporation shall, to the extent legally permissible, indemnify any person serving or who has served as a Director or officer of the corporation, or at the request of the

corporation as a Director, officer, employee or other agent of another organization, or at the request of the corporation in any capacity with respect to any employee benefit plan, against all liabilities and expenses, including, without limitation, amounts paid in satisfaction of judgments, in compromise or settlement or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding or investigation (internal or external), whether civil or criminal, in which he may be involved or with which he may be threatened, while serving or thereafter, by reason of his being or having been such a Director, officer, employee or agent, or serving or having served in any capacity with respect to any such employee benefit plan. No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation or to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

(b) Expenses including counsel fees, incurred by any person who might be entitled to indemnification pursuant to paragraph (a) of this ARTICLE, in connection with the defense or disposition of any such action, suit or other proceeding or investigation, may be paid from time-to-time by the corporation in advance of the final disposition thereof, upon receipt of an undertaking by the person indemnified to repay the amounts so paid to the corporation if he shall be adjudicated to be not entitled to indemnification under this ARTICLE.

(c) Any indemnification or advance pursuant to this ARTICLE shall be made no later than forty-five (45) days after receipt by the corporation of the written request of the person seeking indemnification addressed to the Board of Directors, unless a determination is made within said forty-five (45) day period by (1) a majority vote of a quorum of the Board of Directors, exclusive of Directors who are parties to such action, suit or other proceeding or investigation, or (2) independent legal counsel in a written opinion, that such person has not met the relevant standards for indemnification set forth in this ARTICLE.

(d) The right to indemnification or advances under this ARTICLE shall be enforceable by any person referred to in paragraph (a) in any court of competent jurisdiction. The burden of proving that the relevant standards for indemnification or advances have not been met shall be on the corporation. Neither the failure of the Board of Directors or independent legal counsel to have made a determination prior to the commencement of such action, suit or other proceeding or investigation that indemnification or advances are proper in the circumstances because such person has met the applicable standard of conduct required for indemnification, nor an actual determination by the Board of Directors or independent legal counsel that such individual has not met such applicable standard of conduct, shall be a defense to the action, suit or other proceeding or investigation or create a presumption that such person has not met the applicable standard of conduct. The corporation shall also indemnify such person for expenses incurred by him in connection with successfully establishing his right to indemnification or advances, in whole or in part.

(e) The right of indemnification under this ARTICLE shall be deemed to be a contract between each person referred to in paragraph (a) and the corporation, and shall not be diminished by any subsequent repeal or modification of this ARTICLE. Such right of indemnification shall not be exclusive of or affect any other right to which any such person may be entitled. Nothing contained in this ARTICLE shall affect any right to indemnification to which corporate personnel, other than those referred in paragraph (a), may be entitled by contract or otherwise under law.

(f) As used in this ARTICLE, the persons entitled to indemnification referred to in paragraph (a) shall include their respective heirs, executors, administrators and other legal representatives. If in any action, suit or other proceeding or investigation, a Director of the corporation is held not to be liable for monetary damages because that Director is relieved of personal liability under ARTICLE 6 of the Articles of Organization of the corporation or otherwise, the Director shall be deeded to have met the standards of conduct set forth above and to be entitled to indemnification as provided above.

(g) This ARTICLE may be amended only by the affirmative vote of the stockholders as provided in Section 2.10 of ARTICLE II, provided that any reduction in the indemnification provided by this ARTICLE shall be prospective in effect.

ARTICLE VIII

EXECUTION OF INSTRUMENTS

Section 8.1 – Sealed Instruments and Instruments Not Under Seal

Sealed instruments, including such instruments as are recited to be sealed or given under seal, or intended to take effect as a sealed instrument, and deeds, leases, mortgages, contracts, assignments, instruments of transfer, proxies and other instruments when not under seal, and checks, drafts, acceptances, promissory notes, bills of exchange, orders for the payment of money, and other negotiable instruments shall be executed by either the President, the Treasurer or the Clerk, except as the Board of Directors may, generally or in particular, otherwise determine.

ARTICLE IX

STOCK CERTIFICATES AND TRANSFERS

Section 9.1 – Authorized Stock

The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue, and if more than one (1) class is authorized, a description or each class with the preferences, voting powers, qualifications and special and relative rights and privileges as to each class and any series thereof, shall be as stated in the Articles of Organization.

Section 9.2 – Certificates of Stock

Any unissued capital stock, from time-to-time authorized by the Articles of Organization, may be issued by vote of the Board of Directors. Certificates for shares of stock of the corporation, in such form as may be selected, from time-to-time, by the Board of Directors, signed by both the President or a Vice-President and the Treasurer, and bearing the seal of the corporation, shall be issued to the stockholders entitled thereto. Either or both such signatures, and such seal upon such certificates may be a facsimile, if the certificate is signed by a transfer agent or by a registrar other than a director, officer or employee of the Corporation, when permitted by law, the Articles of Organization, or these By-Laws. Every certificate for shares of stock which are subject to any restriction on transfer by law, pursuant to the Articles of Organization, the By-Laws, or any agreement in writing to which the corporation is a party, shall have the restriction noted conspicuously on the certificate and shall also set forth, on the face or back of the certificate, either the full text of the restriction or a statement of the existence of such restriction, including a statement that the language of such restriction or any agreement to which the corporation is a party shall be furnished by the corporation to the holder of such certificate upon written request and without charge. If more than one (1) class of shares of stock of the

corporation is authorized to be issued, then every certificate shall set forth, on its face or back, either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued, or a statement of the existence of such preferences, voting powers, qualifications and special and relative rights, including a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

Section 9.3 – Transfers of Shares of Stock

Except as may otherwise be required by law, by the articles of Organization, these By-Laws, or by agreement among all of the stockholders and the corporation, shares of stock may be transferred on the books of the corporation by the surrender to the corporation, or its transfer agent, of the certificate therefor, properly endorsed or accompanied by separate written assignment or power of attorney to sell, assign or transfer such shares, properly executed, with necessary transfer stamps affixed, and with such proof that the endorsement, assignment or power of attorney is genuine and effective as the corporation, or its transfer agent, may reasonably require. Except as otherwise required by law, the corporation shall be entitled to treat the record holder of a share of stock, as shown on its books, as the owner of such share of stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or disposition of such share of stock, until such share of stock has been transferred on the books of the corporation, in accordance with the requirements of these By-Laws.

Section 9.4 – Closing of Transfer Books; Setting Record Date

The Board of Directors may fix in advance a time not more than sixty (60) days before (i) the date of any meeting of the stockholders or (ii) the date for the payment of any dividend or the making of any distribution to stockholders or (iii) the last day on which the consent or dissent of

stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice and to vote at such meeting, or the right to receive such dividend or distribution, or the right to give such consent or dissent. If a record date is set, only stockholders of record on the date shall have such right notwithstanding any transfer of stock on the records of the corporation after the record date. Without fixing such record date, the Board of Directors may close the transfer records of the corporation for all or any part of such sixty (60) day period.

If no record date is fixed and the transfer books are not closed, then the record date for determining stockholders having the right to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors acts with respect thereto.

Section 9.5 – Stockholders’ Address

It shall be the duty of each Stockholder to notify the corporation of his post office address.

Section 9.6 – Replacement of Stock Certificate

In case of the alleged loss, destruction or mutilation of a certificate for shares of stock, a duplicate certificate may be issued, in place thereof, upon such terms and conditions as the Board of Directors may prescribe. The Board of Directors may, in its discretion, require the owner of a lost, mutilated or destroyed certificate, or his legal representative, to give a bond, sufficient in its option, with or without surety, to indemnify the corporation against any loss or claim which may arise by reason of the issue of a certificate in place of such lost, mutilated or destroyed stock certificate.

Section 9.7 – Transfer Agent and Registrar

The Board of Directors may appoint a transfer agent or a registrar or both for its capital stock or any class or series thereof and require all certificates for such stock to bear the signature or facsimile thereof of any such transfer agent or registrar.

ARTICLE X

DIVIDENDS

Section 10.1 – Declaration

The Board of Directors may declare dividends out of retained earnings of the corporation, as defined in Section 10.2 of this ARTICLE X; in no event shall the capital of the corporation become impaired by the declaration of a dividend.

Section 10.2 – Retained Earnings

Whatever net income of the corporation remains in the corporation shall be regarded as “retained earnings.”

ARTICLE XI

AMENDMENTS TO BY-LAWS

Section 11.1 – Amendments to By-Laws

These By-Laws, or any of them, may be altered, amended, added to, or repealed by vote of the holders of a majority of the shares of each class of stock issued, outstanding and entitled to vote at any Annual or Special Meeting of the Stockholders, with notice (specifying the subject matter of the proposed alteration, amendments, addition or repeal, and the Articles of these By-Laws to be affected thereby), having been given in the call of the Annual or Special Meeting of the Stockholders. No change in the date of the Annual Meeting of the Stockholders may be made within sixty (60) days before the date of same fixed in these By-Laws. If authorized by the

Articles of Organization, these By-Laws, or any of them, may be altered, amended, added to, or repealed by a majority vote of the Board of Directors at any Regular or Special Meeting of the Board of Directors ; provided, however, that the Stockholders may, from time-to-tine, specify particular provisions of the By-Laws which shall not be altered, amended, added to, or repealed by the Board of Directors, but, rather, solely by the Stockholders.

Section 11.2 – Notice of Amendments

Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the Directors of any By-Law, notice thereof stating the substance of such change shah, be given to all stockholders entitled to vote on amending the By-Laws.

Section 11.3 – Voting of Securities

Except as the Directors may generally or in particular cases otherwise specify, the President or the Treasurer may on behalf of the corporation vote or take any other action with respect to shares of stock or beneficial interest of any other corporation, or of any association, trust or firm, of which any securities are held by this corporation, and may appoint any person or persons to act as proxy or attorney-in-fact for the corporation, with or without power of substitution, at any meeting thereof.

ARTICLE XII

MISCELLANEOUS

Section 12.1 – Inter-Company Dealing

Any officer or Director of the corporation, notwithstanding his official relations with the corporation, may enter into, negotiate, consummate and perform any contract or agreement with the corporation even though any other entity, association, trust or corporation in which he is

financially interested shall thereby derive profit therefrom; provided, however, that the fees for any services rendered to the corporation or the prices for any products sold to the corporation, as the case may be, in any inter-company dealings, are determined on an arm’s-length basis, and are not in excess of the fees or prices which can be paid for similar services or products, as the case may be.

Section 12.2 – Genders

Whenever the masculine gender is used, it shall include the feminine and the neuter wherever appropriate.

Section 12.4 – Evidence of Authority

A certificate, signed by the Clerk as to any matter relative to: (i) the Articles of Organization, (ii) these By-Laws, (iii) the records of the proceedings of the incorporators, Stockholders, or the Board of Directors, (iv) shares of stock and transfer records, and (v) as to any action taken by the Stockholders, Board of Directors, or any person or persons as an officer, key employee or agent of the corporation, shall, as to all persons who rely thereon in good faith, be final, binding, and conclusive evidence of the matters so certified.

Section 12.4 – Seal

The corporate seal shall consist of a circular die, bearing the name of the corporation, the year of incorporation, and the word “Massachusetts.” The form of seal and the inscription thereon may be changed by the Board of Directors, at any time and from time-to-time.

EX-3.9 6 dex39.htm ARTICLES OF INCORPORATION OF ADVANTAGE HEALTH HARMARVILLE Articles of Incorporation of Advantage Health Harmarville

Exhibit 3.9

Articles of Incorporation

Domestic Business Corporation – Stock

In compliance with the requirements of 15 Pa. C.S. §1306 (relating to articles of incorporation), the undersigned, desiring to incorporate a business corporation, hereby states that:

1.	The name of the Corporation is:

Advantage Health Harmarville Rehabilitation Corporation

2.	The Corporation is incorporated under the Pennsylvania Business Corporation Law of 1988.

3.	The address of the initial registered office of the Corporation in this Commonwealth is C T Corporation System 3 Gateway Center Pittsburgh, PA 15222

4.	The aggregate number of shares that the Corporation shall have authority to issue is 1,000 shares of Common Stock, no par value per share.

5.	The name and address of the incorporator are Holly L. Holdrege, Esq., 1500 Oliver Building, Pittsburgh, Pennsylvania 15222.

IN TESTIMONY WHEREOF, the incorporator has signed these Articles of Incorporation on December 8, 1995.

/s/ Holly L. Holdrege

Holly L. Holdrege,

Incorporator

EX-3.10 7 dex310.htm BYLAWS OF ADVANTAGE HEALTH HARMARVILLE REHABILITATION CORPORATION Bylaws of Advantage Health Harmarville Rehabilitation Corporation

Exhibit 3.10

Bylaws of

Advantage Health Harmarville Rehabilitation Corporation

a Pennsylvania Corporation

February 2006

BYLAWS

ARTICLE I

SHAREHOLDERS

Section 1.01. Annual Meetings. Annual meetings of the shareholders shall be held at 10:00 a.m. Central Time, on the first Tuesday in April in each year if not a legal holiday, and if a legal holiday, then on the next succeeding day which is not a legal holiday, at the principal business office of the Corporation, or at such other date, time and place as may be fixed by the Board of Directors. Written notice of the annual meeting shall be given at least five days prior to the meeting to each shareholder of record entitled to vote thereat, except as otherwise required by law. Any business may be transacted at the annual meeting regardless of whether the notice calling such meeting contains a reference thereto, except as otherwise required by law.

Section 1.02. Special Meetings. Special meetings of the shareholders may be called at any time, for the purpose or purposes set forth in the call, by the President, the Board of Directors or the holders of at least one-fifth of all the shares entitled to vote thereat, by delivering a written request to the Secretary. Special meetings shall be held at the principal business office of the Corporation, or at such other place as may be fixed by the Board of Directors. The Secretary shall thereupon fix the time and date of such special meeting, which shall be held not more than sixty days after the receipt of such request, and shall give due notice thereof. Written notice of each special meeting shall be given at least five days prior to the meeting to each shareholder entitled to vote thereat, except as otherwise required by law. Such notice shall specify the general nature of the business to be transacted at such special meeting, and no other business may be transacted at such special meeting.

Section 1.03. Organization. The Chairman of the Board, if one has been elected and is present, or if not, the President, or in his absence the Vice President having the greatest seniority, shall preside, and the Secretary, or in his absence any Assistant Secretary, shall take the minutes, at all meetings of the shareholders.

Section 1.04. Consent of Shareholders in Lieu of Meeting.

(a) Unanimous Consent. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the shareholders who would be entitled to vote at a meeting for such purpose shall be filed with the Secretary of the Corporation.

(b) Partial Written Consent. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting; provided, however, that any such action shall not become effective until after at least ten days’ written notice of the action has been given to each shareholder entitled to vote thereon who has not consented thereto. The consents shall be filed with the Secretary of the Corporation.

ARTICLE II

DIRECTORS

Section 2.01. Number, Election and Term of Office. The number of Directors which shall constitute the full Board of Directors shall be fixed from time to time by the Board of Directors. A full Board of Directors shall be elected at each annual meeting of the shareholders. Each Director shall hold office from the time of his election, but shall be responsible as a Director from such time only if he consents to his election; otherwise from the time he accepts office or attends his first meeting of the Board. Each Director shall serve until the next annual meeting of the shareholders, and thereafter until his successor is duly elected, or until his earlier death, resignation or removal.

Section 2.02. Regular Meetings; Notice. Regular meetings of the Board of Directors shall be held at such time and place as shall be designated by the Board of Directors from time to time. Notice of such regular meetings shall not be required, except as otherwise expressly required herein or by law, and except that whenever the time or place of regular meetings shall be initially fixed and then changed, notice of such action shall be given promptly by telephone or otherwise to each Director not participating in such action. Any business may be transacted at any regular meeting.

Section 2.03. Annual Meeting of the Board. A regular meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of the shareholders. Such regular meeting shall be the annual organization meeting at which the Board shall organize itself and elect the executive officers of the Corporation for the ensuing year and may transact any other business.

Section 2.04. Special Meetings; Notice. Special meetings of the Board of Directors may be called at any time by the Board itself, or by the Chairman or the President, or by at least one-fourth of the Directors, to be held at such place and day and hour as shall be specified by the person or persons calling the meeting. Notice of every special meeting of the Board of Directors shall be given by the Secretary to each Director at least two days before the meeting. Any business may be transacted at any special meeting regardless of whether the notice calling such meeting contains a reference thereto, except as otherwise required by law.

Section 2.05. Organization. At all meetings of the Board of Directors, the presence of at least a majority of the Directors in office shall be necessary and sufficient to

constitute a quorum for the transaction of business. If a quorum is not present at any meeting, the meeting may be adjourned from time to time by a majority of the Directors present until a quorum as aforesaid shall be present, but notice of the time and place to which such meeting is adjourned shall be given to any Directors not present either in writing or given personally or by telephone at least eight hours prior to the hour of reconvening. Resolutions of the Board shall be adopted, and any action of the Board upon any matter shall be valid and effective, with the affirmative vote of a majority of the Directors present at a meeting duly convened and at which a quorum is present. The Chairman of the Board, if one has been elected and is present, or if not, the President, if he is a Director and is present, or if not, a Director designated by the Board, shall preside at each meeting of the Board. The Secretary, or in his absence any Assistant Secretary, shall take the minutes at all meetings of the Board of Directors. In the absence of the Secretary and an Assistant Secretary, the presiding officer shall designate any person to take the minutes of the meeting.

Section 2.06. Presumption of Assent. Minutes of each meeting of the Board shall be made available to each Director at or before the next succeeding meeting. Each Director shall be presumed to have assented to such minutes unless his objection thereto shall be made to the Secretary at or within two days after such succeeding meeting.

Section 2.07. Catastrophe. Notwithstanding any other provisions of the Pennsylvania Business Corporation Law of 1988 (the “BCL”), the Articles or these By-Laws, if any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster, or any other national or local disaster, causes a majority of the Board to be incapable of acting as such because of death or other physical disability or difficulties of communication or transportation, the other Director or Directors shall constitute a quorum for the

sole purpose of electing Directors to replace the Directors so incapable of acting. The Directors so elected shall serve until such replaced Directors are able to attend meetings of the Board or until the shareholders act to elect Directors for such purpose. Questions as to the existence of such an emergency or disaster or as to the fact of such incapacity shall be conclusively determined by such other Director or Directors.

Section 2.08. Resignations. Any Director may resign by submitting his resignation to the Secretary. Such resignation shall become effective upon its receipt by the Secretary or as otherwise specified therein.

Section 2.09. Committees. By resolution adopted by a majority of the whole Board, standing or temporary committees, which may include an Executive Committee, consisting of at least one Director may be appointed by the Board of Directors from time to time. Each such committee shall have and exercise such authority of the Board of Directors in the management of the business and affairs of the Corporation as the Board may specify from time to time, which may include declaration of dividends, authorization of the issuance and terns of sale of stock or debt securities, fixing the relative rights and preferences of preferred stock or other securities issued by the Corporation and any other action which the BCL provides shall or may be taken by the Board of Directors; provided that a committee shall not have any power or authority as to the following: (i) the submission to shareholders of any action requiring approval of shareholders as described in Section 1731 of the BCL, (ii) the creation or filling of vacancies in the Board of Directors, (iii) the adoption, amendment or repeal of the By-Laws, (iv) the amendment or repeal of any resolution of the Board of Directors that by its terms is amendable or repealable only by the Board of Directors, and (v) action on any matters committed by these By-Laws or resolution of the Board of Directors to another committee of the Board of Directors. The Board may designate one or more Directors as

alternate members of any committee to replace any absent or disqualified member at any meeting of the committee or for the purpose of any written action by the Committee, and in the event of such absence or disqualification, the member or members of such committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Any action taken by any committee shall be subject to alteration or revocation by the Board of Directors; provided, however, that third parties shall not be prejudiced by such alteration or revocation.

Section 2.10. Vacancies. Any vacancy that shall occur in the Board of Directors by reason of death, resignation, removal, increase in the number of Directors or any other cause whatever shall be filled by a majority of the then members of the Board, whether or not a quorum, or by a sole remaining Director, and each person so elected shall serve for the balance of the unexpired term.

Section 2.11. Personal Liability of Directors.

(a) Elimination of Liability. To the fullest extent that the laws of the Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit elimination or limitation of the liability of directors, no Director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director.

(b) Nature and Extent of Rights. The provisions of this Section shall be deemed to be a contract with each Director of the Corporation who serves as such at any time while this Section is in effect and each such Director shall be deemed to be so serving in reliance on the provisions of this Section. Any amendment or repeal of this Section or adoption of any By-Law or provision of the Articles of the Corporation which has the effect of increasing director liability shall operate prospectively only and shall not have any effect with respect to any action taken, or any failure to act, by a Director prior thereto.

Section 2.12. Indemnification of, and Advancement of Expenses to, Directors, Officers and Others.

(a) Right to Indemnification. Except as prohibited by law, every director and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation against expenses and any liabilities paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Corporation or otherwise, in which he or she may be involved in any manner, as a party, witness or otherwise, or is threatened to be made so involved, by reason of such person being or having been a director or officer of the Corporation or of a subsidiary of the Corporation or by reason of the fact that such person is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or other representative of another company, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as an “Action”); provided, that no such right of indemnification shall exist with respect to an Action initiated by an indemnitee (as hereinafter defined) against the Corporation (an “Indemnitee Action”) except as provided in the last sentence of this Paragraph (a). Persons who are not directors or officers of the Corporation may be similarly indemnified in respect of service to the Corporation or to another such entity at the request of the Corporation to the extent the Board of Directors at any time denominates any of such persons as entitled to the benefits of this Section. As used in this Section, “indemnitee” shall include each director and officer of the Corporation and each other person denominated by the Board of Directors as entitled to the benefits of this Section, “expenses” shall mean all expenses

actually and reasonably incurred, including fees and expenses of counsel selected by an indemnitee, and “liabilities” shall mean amounts of judgments, excise taxes, fines, penalties and amounts paid in settlement. An indemnitee shall be entitled to be indemnified pursuant to this Paragraph (a) for expenses incurred in connection with any Indemnitee Action only (i) if the Indemnitee Action is instituted under Section (c) of this Section and the indemnitee is successful in whole or in part in such Action, (ii) if the indemnitee is successful in whole or in part in another Indemnitee Action for which expenses are claimed or (iii) if the indemnification for expenses is included in a settlement of, or is awarded by a court in, such other Indemnitee Action.

(b) Right to Advancement of Expenses. Every indemnitee shall be entitled as of right to have his or her expenses in defending any Action, or in initiating and pursuing any indemnitee Action for indemnity or advancement of expenses under Paragraph (c) of this Section, paid in advance by the Corporation prior to final disposition of such Action or Indemnitee Action, provided that the Corporation receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses.

(c) Right of Indemnitee to Initiate Action. If a written claim under Paragraph (a) or Paragraph (b) of this Section is not paid in full by the Corporation within thirty days after such claim has been received by the Corporation, the indemnifies may at any time thereafter initiate an Indemnitee Action to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action. The only defense to an Indemnitee Action to recover on a claim for indemnification under Paragraph (a) of this Section shall be that the indemnitee’s conduct was such that under Pennsylvania law the Corporation is prohibited from indemnifying the indemnitee for the amount

claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its board of directors, independent legal counsel and its shareholders) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including its board of directors, independent legal counsel or its shareholders) that the indemnitee’s conduct was such that indemnification is prohibited by Pennsylvania law, shall be a defense to such Indemnitee Action or create a presumption that the indemnitee’s conduct was such that indemnification is prohibited by Pennsylvania law. The only defense to an Indemnitee Action to recover on a claim for advancement of expenses under Paragraph (b) of this Section shall be the indemnitee’s failure to provide the undertaking required by Paragraph (b) of this Section.

(d) Insurance and Funding. The Corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any Action, whether or not the Corporation would have the _.power to indemnify such person against such liability or expense by law or under the provisions of this Section. The Corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued, or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e) Non-Exclusivity; Nature and Extent of Rights. The rights to indemnification and advancement of expenses provided for in this Section shall (i) not be deemed exclusive of any other rights, whether now existing or hereafter created, to which any indemnitee may be entitled under any agreement or by-law, charter provision, vote of shareholders or directors or otherwise, (ii) be deemed to create contractual rights in favor of

each indemnitee who serves the Corporation at any time while this Section is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Section), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he or she was entitled or was denominated as entitled to indemnification under this Section and shall inure to the benefit of the heirs and legal representatives of each indemnitee. Any amendment or repeal of this Section or adoption of any By-Law or provision of the Articles of the Corporation which has the effect of limiting in any way the rights to indemnification or advancement of expenses provided for in this Section shall operate prospectively only and shall not affect any action taken, or failure to act, by an indemnitee prior to the adoption of such amendment, repeal, By-Law or other provision.

(f) Partial Indemnity. If an indemnitee is entitled under any provision of this Section to indemnification by the Corporation for some or a portion of the expenses or liabilities paid or incurred by the indemnitee in the preparation, investigation, defense, appeal or settlement of any Action or Indemnitee Action but not, however, for the total amount thereof, the Corporation shall indemnify the indemnitee for the portion of such expenses or liabilities to which the indemnitee is entitled.

ARTICLE III

OFFICERS AND EMPLOYEES

Section 3.01. Executive Officers. The Executive Officers of the Corporation shall be the President, the Secretary and the Treasurer, and may include a Chairman of the Board and one or more Vice Presidents as the Board may from time to time determine, all of whom shall be elected by the Board of Directors. Any number of offices may be held by the same person. Each Executive Officer shall hold office at the pleasure of the Board of Directors, or until his death or resignation.

Section 3.02. Additional Officers; Other Agents and Employees. The Board of Directors may from time to time appoint or employ such additional officers, assistant officers, agents, employees and independent contractors as the Board deems advisable; the Board or the President shall prescribe their duties, conditions of employment and compensation; and the Board shall have the right to dismiss them at any time, without prejudice to their contract rights, if any. The President may employ from time to time such other agents, employees and independent contractors as he may deem advisable for the prompt and orderly transaction of the business of the Corporation, and he may prescribe their duties and the conditions of their employment, fix their compensation and dismiss them at any time, without prejudice to their contract rights, if any.

Section 3.03. The Chairman. If there shall be a Chairman of the Board, he shall be elected from among the Directors, shall preside at all meetings of the shareholders and of the Board as provided herein, and shall have such other powers and duties as from time to time may be prescribed by the Board.

Section 3.04. The President. The President shall be the chief executive officer of the Corporation. Subject to the control of the Board of Directors, the President shall have general supervision of and general management and executive powers over all the property, operations, business, affairs and employees of the Corporation, and shall we that the policies and programs adopted or approved by the Board are carried out. The President shall exercise such further powers and duties as from time to time may be prescribed in these By-Laws or by the Board of Directors.

Section 3.05. The Vice Presidents. The Vice Presidents maybe given by resolution of the Board general executive powers, subject to the control of the President, concerning one or more or all segments of the operations of the Corporation. The Vice Presidents shall exercise such further powers and duties as from time to time maybe prescribed in these By-Laws or by the Board of Directors or the President. At the request of the President, or in his absence or disability, the senior Vice President shall exercise the powers and duties of the President.

Section 3.06. The Secretary and Assistant Secretaries. It shall be the duty of the Secretary (a) to keep an original or duplicate record of the proceedings of the shareholders and the Board of Directors, and a copy of the Articles and of the By-Laws; (b) to give such notices as may be required by law or these By-Laws; (c) to be custodian of the corporate records and of the seal of the Corporation and see that the seal is affixed to such documents as may be necessary or advisable; (d) to have charge of and keep, or cause to be kept by a transfer agent or registrar, the stock books of the Corporation and such records as to the identity of the shareholders, and as to the shares issued to and held of record by them, as may be required by law; and (e) to exercise all powers and duties incident to the office of Secretary; and such further powers and duties as from time to time may be prescribed in these By-Laws or by the Board of Directors or the President. The Secretary by virtue of his office shall be an Assistant Treasurer. Each officer of the Corporation by virtue of his office shall be an Assistant Secretary. The Assistant Secretaries shall assist the Secretary in the performance of his duties and shall also exercise such further powers and duties as from time to time may be prescribed by the Board of Directors, the President or the Secretary. At the direction of the Secretary or in his absence or disability, an Assistant Secretary shall exercise the powers and duties of the Secretary.

Section 3.07. The Treasurer and Assistant Treasurers. It shall be the duty of the Treasurer (a) to keep the Corporation’s contracts, insurance policies, leases, deeds and other business records; (b) to see that the Corporation’s lists, books, reports, statements, tax returns, certificates and other documents and records required by law are properly prepared, kept and filed; (c) to be the principal officer in charge of tax and financial matters, budgeting and accounting of the Corporation; (d) to have charge and custody of and be responsible for the Corporation’s funds, securities and investments; (e) to receive and give receipts for checks, notes, obligations, funds and securities of the

Corporation, and deposit monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as shall be designated by the Board of Directors; (f) subject to the provisions of Section 5.01 hereof, to cause the funds of the Corporation to be disbursed by payment in cash or by checks or drafts upon the authorized depositories of the Corporation, and to cause to be taken and preserved proper vouchers for such disbursements; (g) to render to the President and the Board of Directors whenever they may require it an account of all his transactions as Treasurer, and reports as to the financial position and operations of the Corporation; (h) to keep appropriate, complete and accurate books and records of account of all the Corporation’s business and transactions; and (i) to exercise all powers and duties incident to the office of Treasurer; and such further duties from time to time as may be prescribed in these By-Laws or by the Board of Directors or the President. The Assistant Treasurers shall assist the Treasurer in the performance of his duties and shall also exercise such further powers and duties as from time to time may be prescribed by the Board of Directors, the President or the Treasurer. At the direction of the Treasurer or in his absence or disability, an Assistant Treasurer shall exercise the powers and duties of the Treasurer.

Section 3.08. Vacancies. Any vacancy in any office or position by reason of death, resignation, removal, disqualification, disability or other cause shall be filled in the manner provided in this Article III for regular election or appointment to such office.

Section 3.09. Delegation of Duties. The Board of Directors may in its discretion delegate for the time being the powers and duties, or any of them, of any officer to any other person whom it may select.

ARTICLE IV

SHARES OF CAPITAL STOCK

Section 4.01. Share Certificates. Every holder of fully-paid stock of the Corporation shall be entitled to a certificate or certificates, to be in such form as the Board of Directors may from time to time prescribe, and signed (in facsimile or otherwise, as permitted by law) by the President or a Vice President and the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, which shall represent the number and class of shares of stock owned by such holder. The Board may authorize the issuance of certificates for fractional shares or, in lieu thereof, scrip or other evidence of ownership, which may (or may not) as determined by the Board entitle the holder thereof to voting, dividends or other rights of shareholders.

Section 4.02. Transfer of Shares. Transfers of shares of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of the certificate or certificates for such shares properly endorsed, by the shareholder or by his assignee, agent or legal representative, who shall furnish proper evidence of assignment, authority or legal succession, or by the agent of one of the foregoing thereunto duly authorized by an instrument duly executed and filed with the Corporation, in accordance with regular commercial practice.

Section 4.03. Lost, Stolen, Destroyed or Mutilated Certificates. New certificates for shares of stock may be issued to replace certificates lost, stolen, destroyed or mutilated upon such conditions as the Board of Directors may from time to time determine.

Section 4.04. Regulations Relating to Shares. The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

Section 4.05. Holders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder and owner in fact thereof far all purposes and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

ARTICLE V

MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS

Section 5.01. Execution of Notes, Checks, Contracts and Other Instruments. All notes, bonds, drafts, acceptances, checks, endorsements (other than for deposit), guarantees and all evidences of indebtedness of the Corporation whatsoever, and all deeds, mortgages, contracts and other instruments requiring execution by the Corporation, may be signed by the President, any Vice President or the Treasurer, and authority to sign any of the foregoing, which may be general or confined to specific instances, may be conferred by the Board of Directors upon any other person or persons. Any person having authority to sign on behalf of the Corporation may delegate, from time to time, by instrument in writing, all or any part of such authority to any other person or persons if authorized to do so by the Board of Directors, which authority may be general or confined to specific instances. Facsimile signatures on checks may be used if authorized by the Board of Directors.

Section 5.02. Voting Securities Owned by Corporation. Securities owned by the Corporation and having voting power in any other corporation shall be voted by the President or any Vice President, unless the Board confers authority to vote with respect thereto, which may be general or confined to specific investments, upon some other person. Any person authorized to vote such securities shall have the power to appoint proxies, with general power of substitution.

ARTICLE VI

GENERAL PROVISIONS

Section 6.01. Offices. The principal business office of the Corporation shall be at One HEALTHSOUTH Parkway, Birmingham, Alabama. The Corporation may have offices at such places within or without the Commonwealth of Pennsylvania as the business of the Corporation may require.

Section 6.02. Corporate Seal. The Board of Directors shall prescribe the form of a suitable corporate seal, which shall contain the full name of the Corporation and the year and state of incorporation.

Section 6.03. Fiscal Year. The fiscal year of the Corporation shall end on such day as shall be fixed by the Board of Directors.

ARTICLE VII

AMENDMENTS_,

Section 7.01. Amendments. These By-Laws maybe amended, altered or repealed, and new by-laws may be adopted, by the shareholders (or, to the extent permitted by law, the Board of Directors) at any regular or special meeting. No provision of these By-Laws shall vest in any person any property right or (except as provided in Sections 2.11(b) and 2.12(e)) any contract right.

EX-3.11 8 dex311.htm ARTICLES OF ORGANIZATION OF ADVANTAGE REHABILITATION CLINICS,INC. Articles of Organization of Advantage Rehabilitation Clinics,iNC.

Exhibit 3.11

THE COMMONWEALTH OF MASSACHUSETTS

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL J. CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF ORGANIZATION

(Under G.I. Ca. 156B)

Article I

The name of the corporation is:

Advantage Rehabilitation Clinics, Inc.

Article II

The purpose of the corporation is the following activities:

To operate and maintain physical therapy practices and rehabilitation clinics licensed, where necessary, under Chapter 111 of the Massachusetts General Laws or such other jurisdictions in which they may conduct business and to carry out all activities incidental thereto.

To purchase, hold, acquire, sell, pledge, transfer, mortgage and otherwise dispose of shares of the capital stock and bonds, or the evidence of indebtedness created by other corporations and, while the holder thereof, to exercise all the rights and privileges of ownership.

To subscribe for, take, acquire, hold, sell, exchange and deal in shares, stocks, bonds, obligations and securities of any corporation, government, authority or company; to form, promote, subsidize and assist companies, syndicates or partnerships of all kinds and to finance and refinance the same; and to guaranty the obligations of other persons, firms or corporations.

To carry on any business, operation or activity referred to in the foregoing paragraphs either alone or in conjunction with, or as a partnership, joint venture or other arrangement with, any corporation, association, trust, firm or individual.

In general, to do anything permitted by all present and future laws of the Commonwealth of Massachusetts applicable to business corporations.

Article III

The type and status of stock and the total number of shares and par value, if any, of each type and class of stock which the corporation is authorized to issue is as follows:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	Number of Shares	TYPE	Number of Shares	Par Value
COMMON:		COMMON:	200,000	$0.01
PREFERRED:		PREFERRED:

Article IV

If more than ??? class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established with any class.

N/A

Article V

The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

Article VI

Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: (If there are no provisions state “None.”)

(See Page 6A attached hereto)

PAGE 6A

Advantage Rehabilitation Clinics, Inc.

ARTICLES OF ORGANIZATION (Continued)

Article VI (Continued)

Other Lawful Provisions:

a.	Meeting of the stockholders of the Corporation may be held anywhere in the United States.

b.	The Directors of the Corporation may make, amend or repeal the By-Laws of the Corporation in whole or in part, except with respect to any provisions thereof which by law or by the By-Laws requires action by the stockholders.

c.	The Corporation may be a partner in any business enterprise which the Corporation would have the power to conduct itself.

No Director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director notwithstanding any provision of law imposing such liability; provided, however, that this provision shall not eliminate the liability of a Director to the extent that such liability is imposed by applicable law (i) for any breach of the Director’s duty or loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 or successor provisions of the Massachusetts Business Corporation Law or (iv) for any transaction from which the Director derived an improper personal benefit. This provision shall not eliminate the liability of a Director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any Director for or with respect to any acts or omissions of such Director occurring Prior to such amendment or repeal.

Article VII

The information contained ARTICLE VIII is NOT a PERMANENT part of the Articles of Organization and may be changed ONLY by filing the appropriate form provided therefore.

Article VIII

a.	The post office address of the corporation in MASSACHUSETTS is:

304 Cambridge Road, Woburn, Massachusetts 01801

b.	the name, residence and post office address (if different) of the directors and officers of the corporation are as follows:


POSITION	NAME	RESIDENCE	POST OFFICE ADDRESS
President:	Michael P. Curran, Ph.D.	36 Christine Terrace S. Weymouth, MA 02190	Same as residence

Treasurer:	Robert E. Spencer	31 Clark Hill Dr. N. Easton, MA 02356	Same as residence

Clerk:	Robert E. Spencer	31 Clark Hill Dr. N. Easton, MA 02356	Same as residence

Director:	Raymond J. Dunn, III (Chairman of the Board)	169 Whitcomb Ave. Littleton, MA 01460	Same as residence

(Additional Directors are continued on Page 8A attached hereto)

c.	The fiscal year of the corporation shall end on the last day of the month of: August

d.	The name and BUSINESS address of the RESIDENT AGENT of the corporation, if any, is:

Article IX

By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF and under the pains and penalties of perjury, I/WE, whose signature(s) appear below as incorporator(s) and whose names and business or residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do hereby associate with the intention of forming a corporation under the provisions of General Laws Chapter 156B and do hereby sign these Articles of Organization as incorporator(s) this 15^th day of January 1993

/s/ Richard P. Quinlan

Richard P. Quinlan, Esquire

c/o Advantage Health Corporation

304 Cambridge Road

Woburn, MA 01801

PAGE 8A

Advantage Rehabilitation Clinics, Inc.

ARTICLES OF ORGANIZATION (Continued)

Article VIII (Continued)

(b) (Continued)


POSITION	NAME	RESIDENCE	POST OFFICE ADDRESS
Director:	Michael P. Curran	36 Christine Terrace S. Weymouth, MA 02190	Same as residence

Director:	Robert E. Spencer	31 Clark Hill Dr. N. Easton, MA 02356	Same as residence

EX-3.12 9 dex312.htm ADVANTAGE REHABILITATION CLINICS, INC. BYLAWS Advantage Rehabilitation Clinics, Inc. Bylaws

Exhibit 3.12

ADVANTAGE REHABILITATION CLINICS, INC.

BY-LAWS

ARTICLE I - STOCKHOLDERS

1. Place of Meetings. All meetings of the stockholders shall be held either at the principal office of the Corporation or at such other place within the United States as is determined by the Board of Directors and stated in the notice of the meeting.

2. Annual Meetings. The annual meeting of the stockholders entitled to vote shall be held at ten o’clock in the forenoon (or at such other time as is determined by the Board of Directors and stated in the notice) on a date to be determined by the Board of Directors within six months after the end of each fiscal year, on any day that is not a Saturday, Sunday or legal holiday, and if a Saturday, Sunday or legal holiday, then on the next succeeding day that is not a Saturday, Sunday or legal holiday, at such location as is determined by the Board of Directors and stated in the notice. The purposes for which an annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization and by these By-Laws, may be specified by the Board of Directors. If no annual meeting is held on the date fixed, or by adjournment therefrom, a special meeting of the stockholders may be held in lieu thereof and any action taken at such special meeting shall have the same force and effect as if taken at the annual meeting.

3. Special Meeting. Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of the stockholders entitled to vote may be called by the Board of Directors, and shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who are entitled to vote and who hold at least one-tenth part in interest of the capital stock entitled to vote at the meeting.

4. Notice of Meetings. Notice of all meetings of stockholders, stating the place, date and hour thereof, and the purpose for which the meeting is called, shall be given to each stockholder entitled to vote thereat by the Clerk or Assistant Clerk or other person calling the meeting. Notices must be given in writing and such writing shall be sufficient if given personally or by postage-prepaid mailing, or by any other means permitted by law. Notice must be given at least seven (7) days before the meeting, to each stockholder entitled to vote thereat and to each stockholder who, by law, the Articles of Organization or these By-Laws, is entitled to such notice, such notice addressed to his usual place of business or residence as it appears upon the books of the Corporation. Notice shall be deemed given when it is received, if hand delivered, or when dispatched, if delivered through the mails or by courier, telegraph, telex, telecopy or cable. No notice of a meeting of the stockholders need be given to any stockholder if such stockholder, by a writing (including, without limitation, by telegraph, telex, telecopy or cable) filed with the records of the meeting (and whether executed before or after such meeting) waives such notice, or if such stockholder attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Every stockholder who is present at a meeting (whether in person or by proxy) shall be deemed to have waived notice thereof.

5. Quorum. At any meeting of stockholders, the holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum, except that, if two or more classes of stock are outstanding and entitled to vote as separate classes, then in the case of each such class, a quorum shall consist of the holders of a majority in interest of the stock of that class issued, outstanding and entitled to vote.

6. Adjournments. Any meeting of the stockholders may be adjourned to any other time and to any other place by the stockholders present or represented at the meeting, although less than a quorum, or by any officer entitled to preside or to act as clerk of such meeting if no stockholder is present in person or by proxy. It shall not be necessary to notify any stockholder of any adjournment. Any business which could have been transacted at any meeting of the stockholders as originally called may be transacted at any adjournment thereof.

7. Votes and Proxies. At all meetings of the stockholders, each stockholder shall have one vote for each share of stock having voting power registered in such stockholder’s name, and a proportionate vote for any fractional shares, unless otherwise provided or required by the Massachusetts Business Corporation Law, the Articles of Organization or these By-Laws. Scrip shall not carry any right to vote unless otherwise provided therein, but if scrip provides for the right to vote, such voting shall be on the same basis as fractional shares. Stockholders may vote either in person or by written proxy. No proxy which is dated more than six months before the meeting at which it is to be used shall be accepted, and no proxy shall be valid after the final adjournment of such meeting. Proxies need not be sealed or attested. Notwithstanding the foregoing, a proxy coupled with an interest in sufficient in law to support an irrevocable power, including, without limitation, an interest in the stock or in the Corporation generally, may be made irrevocable if it so provides, need not specify the meeting to which it relates, and shall be valid and enforceable until the interest terminates, or for such shorter period as may be specified in the proxy. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise.

8. Conduct of Business. The Chairman of the Board of Directors or his designee, or, if there is no Chairman of the Board or such designee, then a person appointed by a majority of the Board of Directors, shall preside at any meeting of stockholders. The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.

9. Action at a Meeting. When a quorum is present, the holders of a majority of the stock present or represented and entitled to vote and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and entitled to vote and voting on a matter), except where a larger vote is required by law, the Articles of Organization or

these By-Laws, shall decide any matter to be voted on by the stockholders. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. No ballot shall be required for such election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. The Corporation shall not directly or indirectly vote any share of its stock. Nothing in this section shall be construed to limit the right of the Corporation to vote any shares of stock held directly or indirectly by it in a fiduciary capacity.

10. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting.

ARTICLE II—BOARD OF DIRECTORS

1. Powers. The Board of Directors may exercise all the powers of the Corporation except such as are required by law, or by the Articles of Organization or these By-Laws to be otherwise exercised, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Without limiting the generality of the foregoing, the Board of Director shall have power, unless otherwise provided by law, to purchase and to lease, pledge, mortgage and sell property (including the stock of the Corporation) and to make such contracts and agreements as they deem advantageous, to fix the price to be paid for or in connection with any property or rights purchased, sold, or otherwise dealt with by the Coon borrow money, issue bonds, notes and other obligations of the Corporation, and to secure payment thereof by the mortgage or pledge of all or any part of the property of the Corporation. The Board of Directors may determine the compensation of Directors: The Board of Directors or such officer or committee as the Board of Directors shall designate, may determine the compensation and duties, in addition to those prescribed by these By-Laws, of all officers, agents and employees of the Corporation.

2. Number. The corporation shall have a Board of Directors consisting of such number (but not is than the minimum number required by the Massachusetts Business Corporation Law or the Articles of Organization) as may be fixed by the stockholders. At each annual meeting, the stockholders shall fix the number of Directors to be elected, and shall elect the Directors. At any meeting, the stockholders may increase or decrease the number of Directors within the limits above specified. No Director need be a stockholder. The Chairman of the Board, if any, shall be elected by and from the Board of Directors.

3. Tenure. Except as otherwise provided by law, by the Articles of Organization, or by these By-Laws, each Director, including the Chairman of the Board, if any, shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified or until he sooner dies, resigns, is removed or becomes disqualified. Any Director may resign by giving written notice of his resignation to the Chairman of the Board, if any, the President, the Clerk or the Secretary, if any, or to the Board of Directors at a meeting of the Board, and such resignation shall become effective at the time specified therein.

4. Removal. Subject to the rights of the holders of any class or series of stock which may be then outstanding, any Director, or the entire Board of Directors, may be removed from office at any time with or without cause by the affirmative vote of the holders of at least a majority of the voting power of all of the shares of the Corporation entitled to vote generally in the election of Directors. A Director may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him.

5. Vacancies. Subject to the Articles of Organization, any vacancy in the office of Director may be filled by a majority vote of the Directors then in office though less than a quorum, or by a sole remaining Director. Subject to the Articles of Organization, newly created directorships resulting from an increase in the authorized number of Directors may be filled by a majority vote of the Board of Directors then in office even though less than quorum, or by a sole retaining Director.

6. Meetings. Meetings of the Directors need not be held in the Commonwealth.

(a) Regular Meetings. Regular meetings of the Board of Directors may be held without call or notice at such places and at such times as may be fixed by the Board of Directors from time to time, provided that any Director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without call or notice at the same place as the annual meeting of stockholders, or the special meeting held in lieu thereof, immediately following such meeting of stockholders.

(b) Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, the President, the Treasurer, the Clerk, or one or more Directors. Notice of the time and place of all special meetings shall be given by the Clerk or Assistant Clerk or the Secretary or the officer or Directors calling the meeting. Notice must be given orally, by telephone, or by telegraph, telex, telecopy or cable or in writing, and such notice shall be sufficient if given in time to enable the Director to attend, or in any case if sent by mail, by courier or telegraph, telex, telecopy or cable at least three days before the meeting, addressed to a Director’s usual or last known place of business or residence. No notice of any meeting of the Board of Directors need be given to any Director if such Director, by a writing (including, without limitation, by telegraph, telex, telecopy or cable) filed with the records of the meeting (and whether executed before or after such meeting), waives such notice, or if such Director attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any special meeting.

7. Quorum of Directors. At any meeting of the Board of Directors, a majority of the number of Directors then constituting a full Board of Directors then serving shall constitute a quorum, but a lesser number may adjourn any meeting from time to time without further notice. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

8. Action at a Meeting. Unless otherwise provided by law, the Articles of Organization or these By-Laws, action on any matter brought before any meeting at which there is a quorum may be taken by vote of a majority of the Directors then present at the meeting, unless a different vote is require by law, the Articles of Organization or these By-Laws.

9. Action Without a Meeting. Unless otherwise provided by law, the Articles of Organization or these By-Laws, any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors then in office consent to the action in writing and the written consents are filed with the records of the meetings of Directors. Such consents shall be treated for all purposes as a vote at a meeting.

10. Committees of Directors. The Board of Directors may, by vote of a majority of the number of Directors then constituting a full Board, elect from its membership an Executive Committee (to be chaired by the Chairman of the Board, if any,) and such other committees as it may determine, comprised of such number of its members as it may from time to time determine (but in any event not less than two), and delegate to any such committee or committees some or all of its powers, except those which by law, the Articles of Organization or these By-Laws it is prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the manner as is provided by these By-Laws for the Directors.

11. Telephone Conference Meetings. The Board of Directors or any committee thereof may participate in a meeting of such Board of Directors or committee thereof by means of a conference telephone call (or similar communications equipment) by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

ARTICLE III—OFFICERS

1. Enumeration. The officers of the Corporation shall be the President, the Treasurer, the Clerk and such other officers as the Board of Directors may determine, including, but not limited to, a Chairman of the Board of Directors, one or more Vice-Presidents, one or more Assistant Treasurers, one or more Assistant Clerks, and a Secretary.

2. Election. The Chairman of the Board, if any, the President, the Treasurer and the Clerk shall be elected annually by the Directors at their first meeting following the annual meeting of the stockholders or special meeting in lieu thereof. The Board of Directors or the Chairman of the Board, if any, may, from time to time, elect or appoint such other officers as it or he may determine, including, but not limited to one or more Vice-Presidents, one or more Assistant Treasurers, one or more Assistant Clerks, and a Secretary.

3. Qualification. No officer need be a stockholder. The Chairman of the Board, if any, and any Vice Chairman appointed to act in absence of the Chairman, if any, shall be elected

by and from the Board of Director, but no other officer need be a Director. Two or more offices may be held by any one person. If required by vote of the Board of Directors, an officer shall give bond to the Corporation for the faithful performance of his duties, in such form and amount and with such sureties as the Board of Directors may determine. The premiums for such bonds shall be paid by the Corporation.

4. Tenure. Each officer elected or appointed by the Board of Directors shall hold office until the first meeting of the Board of Directors following the next annual meeting of the stockholders or special meeting in lieu thereof and until his successor is elected or appointed and qualified, or until he dies, resigns, is removed or becomes disqualified, unless a shorter term is specified in the electing or appointing said officer. Each officer appointed by the Chairman of the Board, if any, shall hold office until his successor is elected or appointed and qualified, or until he dies, resigns, is removed or becomes disqualified, unless a shorter term is specified by any agreement or other instrument appointing said officer. Any officer may resign by giving written notice of his resignation to the Chairman of the Board, if any, the President, the Clerk or the Secretary, if any, or to the Board of Directors at a meeting of the Board, and such resignation shall become effective at the time specified therein.

5. Removal. Any officer elected or appointed by the Board of Directors or Chairman of the Board, if any, may be removed from office with or without cause by vote of a majority of the Directors then in office. An officer may be removed for cause only after a reasonable notice and opportunity to be heard before the body or person proposing to remove him.

6. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and stockholders at which he is present and shall have such authority and perform such duties as may be prescribed by these By-Laws or from time to time determined by the Board of Directors.

7. President. The President shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed by these By-Laws or from time to time be determined by the Board of Directors.

8. Vice Presidents. The Vice Presidents, if any, in the order of their election, or in such other order as the Board of Directors may determine, shall have and perform the powers and duties of the President (or such of the powers and duties as the Board of Directors may determine) whenever the President is absent or unable to act. The Vice Presidents, if any, shall also have such other powers and duties as may from time to time be determined by the Board of Directors.

9. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the control and direction of the Board of Directors, have and perform such powers end duties as may be prescribed in the By-Laws or be determined from time to time by the Board of Directors. All property of the Corporation in the custody of the Treasurer shall be subject at all times to the inspection and control of the Board of Directors. Unless otherwise voted by the Board of Directors, each Assistant Treasurer, if any, shall have and perform the powers and duties of the Treasurer whenever the Treasurer is absent or unable to act, and may at any time exercise such of the powers the Treasurer, and such other powers and duties, as may from time to time be determined by the Board of Directors.

10. Clerk and Assistant Clerk. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. He shall have and perform the powers and duties prescribed in these By-Laws and such other powers and duties as may from time to time be determined by the Board of Directors. He shall attend all meetings of the stockholders and shall record upon the record book of the Corporation all votes of the stockholders and minutes of the proceedings at such meetings. He shall have custody of the record books of the Corporation. Assistant Clerks, if any, shall have such powers as the Board of Directors may from time to time designate. In the absence of the Clerk from any meeting of stockholders, an Assistant Clerk, if one be elected, otherwise a Temporary Clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk.

11. Secretary and Assistant Secretaries. The Board of Directors may appoint a Secretary and, in his absence, an Assistant Secretary, but if no Secretary or Assistant Secretary is elected, the Clerk (or, in the absence of the Clerk, any Assistant Clerk) shall act as the Secretary. The Secretary or, in his absence, any Assistant Secretary, shall attend all meetings of the Directors and shall record all votes of the Board of Directors and minutes of the proceedings at such meetings. The Secretary or, in his absence, any Assistant Secretary (or the Clerk), shall notify the Directors of their meetings, and shall have and perform such other powers and duties as may from time to time be determined by the Board of Directors. If a Secretary or an Assistant Secretary is elected but is absent from any such meeting, the Clerk (or any Assistant Clerk) may perform the duties of the Secretary; otherwise, a Temporary Secretary may be appointed by the meeting.

ARTICLE IV—CAPITAL STOCK

1. Certificates of Stock. Each stockholder shall be entitled to a certificate or certificates representing in the aggregate the shares of the capital stock of the Corporation owned by him, except that the Board of Directors may provide by resolution that some or all of any or all classes and series of shares of the Corporation shall be uncertificated shares, to the extent permitted by law. All certificates for shares of stock of the Corporation shall state the number and class of shares evidenced thereby (and designate the series, if any), shall be signed by either the President or a Vice President and either the Treasurer or an Assistant Treasurer, and may (but need not) bear the seal of the Corporation and shall contain such further statements as shall be required by law. The Board Directors may determine the form of certificates of stock except insofar as prescribed by law or by these By-Laws, and may provide for the use of facsimile signatures thereon to the extent permitted by law. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the time of its issue. Every certificate for shares which are subject to any restrictions on transfer pursuant to the Articles of Organization, these By-Laws or any agreement to which the Corporation is a party, shall have the restrictions noted conspicuously on the certificate and shall also set forth upon the face or back thereof either the full text of the restrictions or a statement of the existence of such restrictions and a statement that the

Corporation will furnish a copy thereof to the holder of such certificate written request and without charge. Every stock certificate issued while the Corporation is authorized to issue more than one class or series of stock, shall set forth on the face or back thereof either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series, if any, authorized to be issued as set forth in the Articles of Organization, or a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

2. Transfers of Stock. The transfer of all shares of stock of the Corporation, so as to affect the rights of the Corporation, shall be effected only by transfer recorded on the books of the Corporation, in person or by duly authorized attorney, and upon the surrender of the certificate properly endorsed or assigned. The transfer of all shares of stock of the Corporation shall be subject to the restrictions, if any, imposed by the Articles of Organization, these By-Laws or any agreement to which the Corporation is a party.

3. Holders of Record. The person registered on the books of the Corporation as the owner of the shares shall have the exclusive right to receive dividends thereon and to vote thereon as such owner, shall be held liable for such calls and assessments as may lawfully be made thereon, and except only as may be required by law, may in all respects be treated by the Corporation as the exclusive owner thereof. It shall be the duty of each stockholder to notify the Corporation of his post office address. The Corporation shall not be bound to recognize any equitable or other claim to or interest in shares of stock of the Corporation on the part of any other person except as may be otherwise expressly provided by law.

4. Lost or Destroyed Certificates. The Directors of the Corporation may, subject to Section 29 of the Massachusetts Business Corporation Law, as amended from time to time, or any successor statute, determine the conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost, destroyed or mutilated.

5. Record Date. The Board of Directors may fix in advance a date not more than sixty days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution, to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof, or the right to receive such dividend or distribution, or the right to give such consent or dissent. In such case, only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the Corporation after the record date. Without fixing such record date the Board of Directors may, for any such purposes, close the transfer books for all or any part of such sixty-day period. If no record date is fixed and the transfer books are not closed, the record date for determining stockholders having the right to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors acts with respect thereto.

6. Issue of Stock. Subject to the Articles of Organization, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any capital stock of the Corporation held in its treasury may be issued or disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

ARTICLE V—MISCELLANEOUS PROVISIONS

1. Fiscal Year. Except as otherwise determined by the Board of Directors from time to time, the fiscal year of the Corporation shall end on the last day of August of each year.

2. Seal. The Board of Directors shall have the power to adopt and alter the seal of the Corporation.

3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by such person or persons as may be authorized from time to time by vote of the Board of Directors.

4. Voting of Securities. Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of and act on behalf of the Corporation, or appoint any person or persons to act as proxy or attorney in fact for the Corporation (with or without discretionary power and/or power of substitution) at any meeting of stockholders of any other corporation or organization any of the securities of which may be held by the Corporation.

5. Dividends. Unless otherwise required by the Massachusetts Business Corporation Law or the Articles of Organization, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, securities of the Corporation or other property.

6. Indemnification of Officers and Directors. The Corporation shall indemnify and hold harmless each person who heretofore has served, is currently serving or hereafter serves:

(a) as an officer or Director of the Corporation;

(b) at the request of the Corporation, as an officer or Director of another organization; or

from and against any and all claims and liabilities to which such person may be or become subject by reason of such service (including, without limitation, by reason of such person’s alleged acts or omissions in the course of such service), and shall indemnify and reimburse each

such person against and for any and all legal and other expenses reasonably incurred by such person in connection with any such claims and liabilities, actual or threatened, whether or not at or prior to the time when so indemnified, held harmless and reimbursed such person has ceased to serve in such capacity, except with respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the Corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such plan); provided, however, that prior to such final adjudication the Corporation may compromise and settle any such claims and liabilities and pay such expenses, if such settlement or payment or both appears, in the judgment of a majority of those members of the Board of Directors who are not involved in such matters, to be in the best interest of the Corporation (or of the participants or beneficiaries of any such plan, as the case may be) as evidenced by a resolution to that effect adopted after receipt by the Corporation of a written opinion of counsel for the Corporation, that, based on the facts available to such counsel, such person has not been guilty of acting in a manner that would prohibit indemnification.

Such indemnification may include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this section, which undertaking may be accepted without reference to the financial ability of such person to make repayment.

The right of indemnification herein provided shall be in addition to and not exclusive of any other rights to which such person may otherwise be lawfully entitled. As used in this section, all references to persons who are to be indemnified shall include their respective heirs, executors and administrators.

7. Corporate Records. The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in the Commonwealth at the principal office of the Corporation, or at an office of its transfer agent, Clerk or resident agent, and shall be open at all reasonable times to the inspection of any stockholder for proper purpose, but not to secure a list of stockholders or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the Corporation.

8. Contributions. The Board of Directors shall have authority to make donations from the funds of the Corporation, in such amounts as the Board of Directors may determine to be reasonable and irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes, and in time of war or other natural emergency in aid thereof.

9. Evidence of Authority. A certificate by the Clerk, an Assistant Clerk, the Secretary or an Assistant Secretary, or a Temporary Clerk or Temporary Secretary, as to any

action taken by the stockholders, Board of Directors, any committee of the Board of Directors or any officer or representative of the Corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action.

10. Ratification. Any action taken on behalf of the Corporation by the Directors or any officer or representative of the Corporation which requires authorization by the stockholders or the Directors of the Corporation shall be deemed to have been authorized if subsequently ratified by the stockholders entitled to vote or by the Directors, as the case may be, at a meeting held in accordance with these By-Laws.

11. Reliance upon Books, Records and Reports. Each Director or officer of the Corporation shall be entitled to rely on information, opinions, reports or records, including financial statements, books of account and other financial records, in each case presented by or prepared by or under the supervision of (1) one or more officers or employees of the Corporation whom the Director or officer reasonably believes to be reliable and competent in the matters presented, or (2) counsel, public accountants or other persons as to matters which the Director or officer reasonably believes to be within such person’s professional or expert competence, or (3) in the case of Director, a duly constituted committee of the Board of Directors upon which he does not serve, as to matters within its delegated authority, which committee the Director reasonably believes to merit confidence, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to unwarranted. The fact that a Director or officer so performed his duties shall be a complete defense to any claim asserted against him, except as expressly provided by statute, by reason of his being or having been a Director or officer of the Corporation.

12. Articles of Organization. All references in the By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect from time to time.

13. Interpretation. The Board of Directors shall have the power to interpret all of the terms and provisions of these By-Laws and the Articles of Organization, which interpretation shall be conclusive.

14. Gender. Whenever the masculine gender is used in these By-Laws, it shall include the feminine and the neuter wherever appropriate.

ARTICLE VI—AMENDMENTS

The power to make, amend or repeal these By-Laws shall be in the stockholders. In addition, as authorized by the Articles of Organization, these By-Laws may also be made, amended or repealed, in whole or in part, by the vote of a majority of Directors of the Corporation, except with respect to any provision thereof which by law, the Articles of Organization or these By-Laws requires action by the stockholders. If required by Massachusetts General Laws, Chapter 156B, not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the Directors of any notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the By-Laws.

Any By-Law adopted by the Directors may be amended or repealed by the stockholders.

A true copy,

ATTEST

/s/ Robert E. Spencer

Robert E. Spencer

Clerk

EX-3.13 10 dex313.htm SIXTH RESTATED CERTIFICATE OF INCORPORATION OF ASC NETWORK CORPORATION Sixth Restated Certificate of Incorporation of ASC Network Corporation

Exhibit 3.13

SIXTH RESTATED CERTIFICATE OF INCORPORATION

ASC NETWORK CORPORATION

(PURSUANT TO SECTION 242 & 245)

ASC Network Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

1. The name of the Corporation is ASC Network Corporation. The Corporation was originally incorporated on September 26, 1991, under the name “Ambulatory Systems, Inc.”

2. This Restated Certificate of Incorporation further amends and restates the Certificate of Incorporation of the Corporation by amending it to read, in its entirety, as herein set forth in full:

FIRST: The name of the Corporation is ASC Network Corporation.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

(a) To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in clinics and hospitals to the general public through the provision of outpatient surgery and similar services and related care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others, subject, in each case, to applicable licensure and certification laws.

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation. shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The Board of Director shall have the power to make, alter or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole Board of Directors. Election of Directors need not be by written ballot.

SEVENTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article SEVENTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit. No amendment to, or repeal of, this Article SEVENTH shall apply to, or have any effect on, the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.

IN WITNESS WHEREOF, said ASC Network Corporation has caused this Certificate to be signed by William W. Horton, its Vice President, this 30th day of September, 1997.


ASC NETWORK CORPORATION

By:		/s/ William W. Horton
		William W. Horton Vice President

EX-3.14 11 dex314.htm BYLAWS OF ASC NETWORK CORPORATION Bylaws of ASC Network Corporation

Exhibit 3.14

BY-LAWS

ARTICLE I

Meetings of Stockholders

Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings. Unless otherwise required by law or by the certificate of incorporation, as amended and restated from time to time, special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum

shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the certificate of incorporation, these by-laws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (2) in the case of determination of stockholders entitled to

express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.9 or to vote in person or by proxy at any meeting of stockholders.

Section 1.10. Action By Written Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted 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 writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the

record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 1.10 to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 1.11. Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.12. Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to

stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

Section 2.2. Election; Resignation; Vacancies. At each annual meeting of the stockholders, or at a special meeting called for such purpose, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the corporation. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such time as the Board of Directors may from time to time determine.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. Except as otherwise required by law or the certificate of incorporation, at all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these by-laws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in their absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Action by Unanimous Consent of Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with applicable law.

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairperson of the Board and a Vice Chairperson of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as it shall from time to time deem necessary or desirable. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent, not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other, entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

ARTICLE V

Stock

Section 5.1. Certificates. The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by the Chairperson or Vice Chairperson of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by such holder in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification and Advancement of Expenses

Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the corporation.

Section 6.2. Prepayment of Expenses. The corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise. Such expenses (including attorneys’ fees) incurred by a Covered Person may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

Section 6.3. Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article VI is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 6.4. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 6.7. Other Indemnification and Prepayment of Expenses. This Article VI shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

Section 6.8. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VI.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.3. Manner of Notice. Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice to directors may be given by telecopier, telephone or other means of electronic transmission.

Section 7.4. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in a waiver of notice.

Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

Section 7.6. Amendment of By-Laws. These by-laws may be altered, amended or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise.

EX-3.15 12 dex315.htm CERTIFICATE OF INCORPORATION OF BATON ROUGE REHAB, INC. Certificate of Incorporation of Baton Rouge Rehab, Inc.

Exhibit 3.15

CERTIFICATE OF INCORPORATION

BATON ROUGE REHAB, INC.

* * * * *

1. The name of the corporation is BATON ROUGE REHAB, INC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of common stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5. The name and mailing address of each incorporator is as follows:


		NAME		MAILING ADDRESS
		D. A. Hampton		Corporation Trust Center
				1209 Orange Street
				Wilmington, Delaware 19801

		J. A. Grodzicki		Corporation Trust Center
				1209 Orange Street
				Wilmington, Delaware 19801

		S. J. Queppet		Corporation Trust Center
				1209 Orange Street
				Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

8. A Director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 3rd day of November, 1987.

/s/ [D. A. Hampton]

D. A. Hampton

/s/ [U. A. Grodzicki]

U. A. Grodzicki

/s/ [S. J. Queppet]

S. J. Queppet

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * *

Baton Rouge Rehab, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Baton Rouge Rehab, Inc. be amended by changing the FIRST Article thereof so that, as amended, said Article shall be and read as follows:

“4. The total number of shares of common stock which the corporation shall have authority to issue is One Thousand Nine Hundred and Sixty (1,960) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Nine Hundred and Sixty Dollars ($1,960.00).

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Baton Rouge Rehab, Inc. has caused this certificate to be signed by Robert A. Ortenzio, its President, and attested by F. Lisa Murtha, its Assistant Secretary, this 26th day of October, 1989.


Baton Rouge Rehab, Inc.

By:		/s/ [unreadable]


ATTEST:

By:		/s/ [unreadable]

EX-3.16 13 dex316.htm AMENDED AND RESTATED BYLAWS OF BATON ROUGE REHAB, INC. Amended and Restated Bylaws of Baton Rouge Rehab, Inc.

Exhibit 3.16

BATON ROUGE REHAB, INC.

* * * * *

AMENDED AND RESTATED

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Mechanicsburg, State of Pennsylvania, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1988, shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in

person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be five. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one

or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.17 14 dex317.htm CERTIFICATE OF LIMITED PARTNERSHIP OF BEAUMONT REHAB ASSOCIATES Certificate of Limited Partnership of Beaumont Rehab Associates

Exhibit 3.17

CERTIFICATE OF LIMITED PARTNERSHIP

BEAUMONT REHAB ASSOCIATES LIMITED PARTNERSHIP

1. The name of the Partnership is Beaumont Rehab Associates Limited Partnership.

2. The registered office of the Partnership in the State of Delaware is at 1209 Orange Street, in the city of Wilmington, County of New Castle. The registered agent at such address is The Corporation Trust Company.

3. The name and address of each general partner of the Partnership is as follows:

Southeast Texas Rehabilitation Hospital, Inc.

c/o Continental Medical Systems, Inc.

600 Wilson Lane

P.O. Box 715

Mechanicsburg, PA 17055

By its execution hereof, the general partner affirms under the penalties of perjury that, to the best of its knowledge and belief, the facts stated in this Certificate are true.


	Southeast Texas Rehabilitation Hospital, Inc.,
	General Partner

Dated: March 20, 1991	By:	/s/ [unreadable]
	Title:	President

EX-3.18 15 dex318.htm FIRST AMENDED & RESTATED AGREEMENT OF LTD.PTRSHIP AGMT. OF BEAUMONT REHAB ASSOC. First Amended & Restated Agreement of Ltd.Ptrship Agmt. of Beaumont Rehab Assoc.

Exhibit 3.18

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

BEAUMONT REHAB ASSOCIATES LIMITED PARTNERSHIP

THE PARTNERSHIP INTERESTS IN BEAUMONT REHAB ASSOCIATES LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS. THE INTERESTS ARE ALSO SUBJECT TO SUBSTANTIAL RESTRICTIONS ON THEIR TRANSFER UNDER THIS AGREEMENT OF LIMITED PARTNERSHIP.

TABLE OF CONTENTS


		Page
ARTICLE I

THE PARTNERSHIP

Section 1.1	Organization	1
Section 1.2	Name	1
Section 1.3	Place of Business	1
Section 1.4	Purpose	1
Section 1.5	Term	2
Section 1.6	Powers of the Partnership	2
Section 1.7	Fiscal Year	2
Section 1.8	No Payments of Individual Obligations	2
Section 1.9	Title to Property; Certain Rights of General Partner	3
Section 1.10	Limitation on Liability of Partners	3
Section 1.11	Conflicts of Interest and Transactions with Affiliates	4
Section 1.12	Statutory Compliance	4
Section 1.13	Exhibit and Glossary	4

ARTICLE II

CAPITAL

Section 2.1	Initial Capital Contributions	4
Section 2.2	Mandate Additional Capital Contributions and Loans	5
Section 2.3	No Third Party Beneficiaries	6
Section 2.4	Optional Additional Capital Contributions and Loans	6
Section 2.5	Issuance of Additional Partnership Interests	6
Section 2.6	Preemptive Rights of Partners	6
Section 2.7	Capital Contributions and Loans Generally	7
Section 2.8	Default in Making Contributions or Loans	7
Section 2.9	Third Party Loans	9
Section 2.10	Prepayment of Loans	9

ARTICLE III

CAPITAL ACCOUNTS

Section 3.1	Percentage Interests	9
Section 3.2	Establishment and Maintenance of Capital Accounts	10
Section 3.3	Distribution Upon Liquidation in Accordance with Capital Accounts	11
Section 3.4	Restoration of Deficit Capital Account Balances	11


ARTICLE IV

DISTRIBUTIONS

Section 4.1	Cash Flow Distributions	11
Section 4.2	In-Kind Distributions	12

ARTICLE V

TAX ALLOCATIONS

Section 5.1	Net Profits and Losses	12
Section 5.2	General Rules of Allocation	12
Section 5.3	Credits	15
Section 5.4	Individual Tax Items	15

ARTICLE VI

CONTROL AND MANAGEMENT

Section 6.1	General	15
Section 6.2	Fees and Expenses of General Partner	17
Section 6.3	Standard of Care; Indemnification	17
Section 6.4	No Right of Limited Partners in Management	18
Section 6.5	No Authority of Limited Partners to Act	18
Section 6.6	No Liability of Limited Partners to Third Parties	18
Section 6.7	Limitation on General Partner’s Authority	18
Section 6.8	Right to Participate	18
Section 6.9	Meetings of the Partners	19
Section 6.10	Withdrawal	20

ARTICLE VII

ACCOUNTING AND RECORDS

Section 7.1	Books and Records	20
Section 7.2	Annual Reports	20
Section 7.3	Tax Returns	20
Section 7.4	Bank Accounts	21

ARTICLE VIII

TRANSFERS OF INTERESTS; WITHDRAWAL

Section 8.1	General Transfer Provisions and Restrictions	21
Section 8.2	Purchase Options	22
Section 8.3	Waiver of Partition	24
Section 8.4	Expenses	25


Section 8.5	Transfers Upon Foreclosure of Pledged Interests	25
Section 8.6	Tag Along Rights	25
Section 8.7	Take Along Rights	26
Section 8.8	Allocations With Respect to Transferor’s Interest	27
Section 8.9	Section 754 Election	28
Section 8.10	Withdrawals	28

ARTICLE IX

ADMISSION OF PARTNERS

Section 9.1	Procedure	29

ARTICLE X

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

Section 10.1	Events of Dissolution	29
Section 10.2	Continuation of the Business of the Partnership After Certain Events of Dissolution	30
Section 10.3	Effect of Dissolution	30
Section 10.4	Sale of Assets by Liquidator	30
Section 10.5	Liquidation Following Withdrawal of Certain Partners	31
Section 10.6	Certain Rights Doan Liquidation	31
Section 10.7	Liquidation of Remaining Assets	32
Section 10.8	Time Limitations on Liquidating Distributions	32
Section 10.9	Priority of Distributions of Liquidation Proceeds	33

ARTICLE XI

REPRESENTATIONS AND WARRANTIES

Section 11.1	Representations and Warranties of the Partners	33

ARTICLE XII

MISCELLANEOUS

Section 12.1	Notices	34
Section 12.2	Successors and Assigns	34
Section 12.3	No Oral Modifications; Amendments	34
Section 12.4	Captions	35
Section 12.5	Terms	35
Section 12.6	Invalidity	35
Section 12.7	Counterparts	35
Section 12.8	Further Assurances	35
Section 12.9	Complete Agreement	35
Section 12.10	Attorneys’ Fees	35

iii


Section 12.11	Governing Law	36
Section 12.12	No Third Party Beneficiary	36
Section 12.13	Limited Power of Attorney	36
Section 12.14	Estoppels	36
Section 12.15	References to Agreement	36
Section 12.16	Reliance on Authority of Person Signing Agreement	37

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

BEAUMONT REHAB ASSOCIATES LIMITED PARTNERSHIP

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Agreement”) is made and entered into as of March 28, 1991 by and among Southeast Texas Rehabilitation Hospital Inc., a Texas corporation (hereinafter referred to as “STRH” or the “General Partner”), and Beaumont Rehab Hospital Investors, Inc., a Texas corporation (the “S Corp”).

The Partnership commenced existence on March 20, 1991 by the filing of its Certificate of Limited Partnership with the Secretary of State of the State of Delaware, with the General Partner as its general partner and CMS Development and Management Company, Inc., a Delaware corporation (the “Withdrawing Limited Partner”), as its sole Limited Partner, serving solely as the placeholder for subsequent Limited Partners. The Partners now desire that the Withdrawing Limited Partner withdraw from the Partnership, that the S Corp. be admitted as a Limited Partner, and that the Partnership’s Agreement of Limited Partnership be amended and restated in its entirety as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in consideration of the mutual agreements set forth in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

THE PARTNERSHIP

Section 1.1 Organization. The parties hereby organize, create, and form a limited partnership (the “Partnership”) pursuant to the Act for the limited purposes and upon the terms and conditions set forth herein. Name. The name of the Partnership shall be Beaumont Rehab Associates Limited Partnership. All business of the Partnership shall be conducted in such name and such other assumed, trade, or fictitious names as the General Partner shall from time to time determine.

Section 1.3 Place of Business. The principal office of the Partnership shall be located at 3340 Plaza 10 Boulevard, Beaumont, Texas 77707. The Partnership may also maintain such additional offices or such other principal office as the General Partner may determine from time to time.

Section 1.2 Name. The name of the Partnership shall be Beaumont Rehab Associates Limited Partnership. All business of the Partnership shall be conducted in such name and such other assumed, trade, or fictitious names as the General Partner shall from time to time determine.

Section 1.4 Purpose. The purpose of the Partnership shall be to develop, lease and/or own, and operate a rehabilitation hospital in Beaumont, Texas (“the Hospital”), and to engage in all activities and business incidental or related thereto. The purpose of this Agreement is to provide an opportunity for the Partners to share in accordance with their Percentage Interests in the profits and losses of the operation of the Hospital during the term of the initial lease of the Hospital and any extension thereof, if any, for up to five (5) years of the extended term, but not

to permit any Partner other than the General Partner to have any right or interest in or to the operations of the Hospital, or the proceeds thereof, after the earlier to occur of the termination of the initial lease of the Hospital (as extended for up to five (5) years) or the Termination Date (as defined below).

Section 1.5 Term. The Partnership commenced existence upon its filing of a Certificate of Limited Partnership on March 20, 1991 and shall dissolve at 11:59 p.m. on the first business day after the fifteenth anniversary of the commencement of the initial lease of the Hospital (the “Termination Date”) unless the Partnership is sooner dissolved pursuant to law or any provision of this Agreement.

Section 1.6 Powers of the Partnership. The Partnership shall have and exercise all powers now or hereafter permitted by the laws of the State of Delaware to be exercised by limited partnerships formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership as fully as natural persons might or could do.

Without limiting the foregoing, the powers of the Partnership shall include the power to: sue and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guarantee and suretyship with respect to the obligations of the Partnership or of third parties), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds and other obligations and secure any of its obligations by mortgage, pledge or other encumbrance of all or any of its property, franchises and income; issue additional securities of any type, including interests, rights, options, or warrants; lend money, invest and re-invest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested; hire any and all persons as employees, agents, independent contractors, consultants, or otherwise; provide insurance for its benefit on the life of any of its Partners or their partners, officers, directors or employees; guarantee, purchase, take, receive, subscribe for or otherwise acquire, own, hold, use or otherwise employ securities or interests in any Entity; and to take or cause to be taken all actions and to perform all functions necessary and appropriate to conduct the business of the Partnership.

Section 1.7 Fiscal Year. The fiscal year (“Fiscal Year”) of the Partnership shall be the calendar year commencing on July 1 of each year and ending on June 30 of the succeeding year, or such other fiscal year as may be required by the Internal Revenue Code of 1986, as amended from time to time or any successor thereto. As used in this Agreement, a Fiscal Year shall include any partial Fiscal Year at the beginning and end of the Partnership term.

Section 1.8 No Payments of Individual Obligations. The Partners shall use the Partnership’s credit and assets solely for the benefit of the Partnership. No asset of the Partnership shall be transferred or encumbered for or in payment of any individual obligation of a Partner, except as provided herein (including, without limitation, as provided in Section 2.9).

Section 1.9 Title to Property; Certain Rights of General Partner.

(a) All real and personal property owned by the Partnership shall be owned by the Partnership as an Entity, and, insofar as permitted by applicable law, no Partner shall have either any ownership interest in such property in his or its individual name or right, except as set forth in Section 1.9(b) below, or the right to have any such property partitioned. Each Partner’s interest in the Partnership shall be personal property for all purposes.

(b) (i) Any rights arising under any lease of the Hospital to the Partnership to acquire the Hospital by purchase, whether by the exercise of an option or a right of first refusal, shall be personal to the General Partner, even if not so denominated in such lease. Any such right shall be exercisable by the General Partner in its sole discretion and solely for its own account, and by executing this Agreement, each Partner consents to the exercise by the General Partner of the rights granted to it in this Section. No other Partner shall have any claim to exercise such right, or after its exercise, to participate in the profits or operations of the Hospital, except as set forth in Section 1.9(b)(ii) below. The Partnership will execute such assignments of any rights that it purportedly may have to effect a purchase of the Hospital under any lease as the General Partner may reasonably request to give effect to the provisions of this Section.

(ii) Should the General Partner elect to consummate a purchase of the Hospital which would cause it to own the Hospital prior to the expiration of the then current term of a lease of the Hospital, it shall either (aa) do so through an Affiliate which shall continue to lease the Hospital to the Partnership until the termination of such lease term without increase in rent and otherwise on substantially the same terms and conditions as those of the then current lease, or, (bb) with the consent of the holders of a majority in interest of the Partnership Interests not held by the General Partner or its Affiliates, enter into such other arrangements regarding the participation of the Partners in the profits and losses of the operation of the Hospital as can be reasonably expected to make available to the Partners the economic benefits and subject the Partners to the economic detriments that they would have received or been subject to had the lease remained in effect until the termination of the current lease term. The rights of the General Partner under this Section 1.9(b) may be assigned to any Person or Entity; provided that such Person or Entity shall also assume the obligations of the General Partner under this Section 1.9(b)(ii).

(iii) Nothing contained in Section 1.9(b)(ii) above shall, or shall be construed to, impose any obligation upon the General Partner, any of its Affiliates, or any of their respective successors or assigns to the Partnership or any Partner in respect of any acquisition of the Hospital that is entered into or agreed to prior to a termination of a lease of the Hospital, but closed at or after such termination.

Section 1.10 Limitation on Liability of Partners. Except as otherwise required under the Act or applicable law and except with respect to obligations arising under Sections 2.1, 2.2, 2.3, 2.4, 2.6, or 3.4 hereof or any obligations to the Partnership expressly incurred in writing, no Partner or director, officer, shareholder, partner or employee of any Partner shall have personal liability for the payment of any sums owing by such Partner to the Partnership or any other Partner under the terms of this Agreement, or for the performance of any other covenant or agreement of such Partner contained herein; rather, the Partnership and each other Partner shall look solely to the Partnership Interest of such Partner, or to such other specific remedies as may be provided for herein, for satisfaction each and every such payment and obligation.

Section 1.11 Conflicts of Interest and Transactions with Affiliates.

(a) Except as otherwise provided in Section 6.8 below, any Partner and any Affiliate of any Partner may Conduct any business or activity whatsoever without any accountability to the Partnership or any Partner even if such business or activity competes with the business of the Partnership. This Agreement shall not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds thereof.

(b) The Partnership may enter into any arrangement, contract, agreement, or enter into any other business venture with any of the other Partners or any of their Affiliates that is permitted under the Act, including without limitation, the borrowing of money, provided that the terms of such transaction are determined in good faith by the General Partner to be fair to the Partnership. Each Partner understands and acknowledges that the conduct of the business of the Partnership will involve business dealings with such other businesses or undertakings of the Partners and their Affiliates.

(c) The Partnership is expressly authorized to enter into a management contract with an Affiliate of the General Partner substantially in the form of Exhibit B hereto (the “Management Contract”).

Section 1.12 Statutory Compliance.

(a) The Partnership shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware.

(b) On March 20, 1991 the General Partner executed and filed with the Secretary of State of the State of Delaware the Partnership’s Certificate of Limited Partnership and an application for registration as a foreign limited partnership with the Secretary of State of the State of Texas. The General Partner shall execute and file in the appropriate records any other documents, certificates or instruments required, necessary, or appropriate in connection with the formation of, and conduct of business by, the Partnership.

Section 1.13 Exhibit and Glossary. The Exhibits, if any, and the Glossary attached hereto are hereby incorporated herein and made a part hereof for all purposes, and references herein thereto shall be deemed to include this reference and incorporation.

ARTICLE II

CAPITAL

Section 2.1 Initial Capital Contributions.

(a) The General Partner shall initially contribute $160,000 to the Partnership in respect of its General Partnership Interest and $472,000 in respect of its Limited Partnership Interest, and S Corp. shall initially contribute $168,000 to the Partnership in respect of its

Limited Partnership Interest (the “Initial Capital Contributions”). These Initial Capital Contributions shall be made on or before the date on which the operations of the Hospital commence, or at such earlier or later time or times as the General Partner may require.

(b) All Initial Capital Contributions shall be made in cash, except that the General Partner may contribute, in lieu of cash, property or services of the types reflected on the preliminary pre-opening budget for the Partnership, that is attached hereto as Exhibit A, which it has provided to the Partnership (or obtained for the Partnership from Affiliates or third parties) in connection with the preparation for the opening and operations of the Hospital and the Partnership, including without limitation, services performed in connection with the obtaining of licenses, permits, or authorizations related to the business of the Partnership, the recruitment of medical staff and administrative personnel, and the development of accounting and other record keeping functions for the Hospital and the Partnership. For the purposes of determining the General Partner’s Initial Capital Contribution and Percentage Interest such property or services contributed by it to the Partnership shall be valued at their fair market value as determined in the reasonable discretion of the General Partner, or, in the case of services rendered by persons that are not Affiliates of the General Partner, at their invoiced value.

Section 2.2 Mandate Additional Capital Contributions and Loans. The General Partner shall have the right to require each Partner to make Additional Capital Contributions or loans to the Partnership as provided in this Section 2.2; provided, however, that the aggregate of the Mandatory Additional Capital Contributions (as defined below) and Mandatory Limited Partner Loans (as defined below) that the S Corp. may be required to contribute or make shall not exceed the product of $22,000 multiplied by the S Corp’s initial Percentage Interest; and further, provided, that the General Partner will not make any call for Mandatory Additional Capital Contributions or Mandatory Partner Loans from the S Corp before the first annual anniversary of the execution of this Agreement without the consent of the S Corp.

(a) Mandatory Additional Capital Contributions. Upon the request of the General Partner in accordance with Section 2.2(c) below (a “Capital Call”), each Partner shall contribute to the capital of the Partnership an amount equal to the product of such Partner’s then Percentage Interest multiplied by the aggregate amount of the Capital Call (a “Mandatory Additional Capital Contribution”).

(b) Mandatory Loans by Partners. Upon the request of the General Partner in accordance with Section 2.2(c) below (a “Loan Call”), each Partner shall make a loan to the Partnership (a “Mandatory Partner Loan”) in an amount equal to such Partner’s then Percentage Interest multiplied by the aggregate amount of the Loan Call. Any such Mandatory Partner Loan shall be evidenced by the promissory note of the Partner making the loan in form acceptable to the General Partner. Each Mandatory Partner Loan shall bear interest at a rate (the “Pre-Determined Rate”) equal to the applicable federal rate as defined in Section 1274(d)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or at such greater rate as the General Partner may determine and shall be amortized in level payments on a schedule of not more than ten (10) years unless otherwise agreed to by the Partner making the loan.

(c) Procedure for Calls for Mandatory Additional Capital Contributions and Mandatory Partner Loans. All calls for the making of Mandatory Additional Capital Contributions

or Mandatory Partner Loans (i) shall be in writing, (ii) shall be given to each Partner, (iii) shall state the aggregate amount of funds needed by the Partnership, the amount of each Partner’s additional contribution or loan, and (iv) shall be signed by the General Partner. Each Partner’s Mandatory Additional Capital Contribution shall be due, and each Partner’s Mandatory Partner Loan shall be made, within twenty (20) days after the date that notice of the call is given to the Partners.

Section 2.3 No Third Party Beneficiaries. The right of the Partnership to require contributions of additional capital or the making of loans to the Partnership under Section 2.2 does not confer any rights or benefits to or upon any Person who is not a party to this Agreement.

Section 2.4 Optional Additional Capital Contributions and Loans. Subject to the requirements of Section 2.6 below, the General Partner may solicit and accept further Additional Capital Contributions or loans from the Partners on any basis or terms that it determines to be appropriate. (Any additional contributions to the capital of the Partnership made by any Partner pursuant to such a request shall be hereinafter referred to as an “Optional Additional Capital Contribution”, and any loans made by any Partner pursuant to such a request shall hereinafter be referred to as “Optional Partner Loans.”) (Together, Initial Capital Contributions, Mandatory Additional Capital Contributions, and Optional Additional Capital Contributions are hereinafter referred to as “Capital Contributions,” and Mandatory and Optional Partner Loans are hereinafter referred to as “Partner Loans.”)

Section 2.5 Issuance of Additional Partnership Interests. Subject to the requirements of Section 2.6 below, the Partnership may issue additional Partnership Interests, rights, options, or warrants exercisable for or convertible into Partnership Interests, or any other equity “securities” of any type whatsoever. Any such Partnership Interests, rights, options, warrants, or securities may be issued for cash, property, services, or such other type, form, and amount of consideration as the General Partner may determine to be appropriate. The term “securities” as used herein and in Section 2.6 below shall not include debt securities or evidences of indebtedness issued in respect of borrowings by the Partnership from third party commercial lenders, the General Partner or its Affiliates.

Section 2.6 Preemptive Rights of Partners. If the General Partner elects to solicit any Optional Additional Capital Contributions or to solicit from other Partners (other than the general Partner or Affiliates of the General Partner) any Optional Partner Loans pursuant to Section 2.4, or causes the Partnership to issue and sell any additional “securities” pursuant to Section 2.5, the General Partner shall give notice of the aggregate amount of the Optional Additional Capital Contributions or Optional Partner Loans that is being solicited, or securities offered, as the case may be, to each Partner stating the aggregate amount of Optional Additional Capital Contributions, Optional Partner Loans, or securities offered, as the case may be, and, in the case of Optional Additional Partner Loans or offered securities, the type and terms of such loans or securities. Each Partner shall have the right to contribute to the capital of the Partnership, to make an Optional Partner Loan, or to purchase the offered securities (on the same terms and conditions as each other Partner or Person), pro rata in accordance with his or its then Percentage Interest by giving written notice to the General Partner of his or its election to do so within ten (10) business days after receipt of the notice required by the preceding sentence. Any such Optional Additional Capital Contribution or Optional Partner Loan shall be due (or required to

be made in full) within thirty (30) days after the date of the General Partner’s notice. In the case of a purchase of securities, all amounts payable in respect of such securities shall be due and payable at the closing for such purchase.

Section 2.7 Capital Contributions and Loans Generally. Except as provided in Sections 2.1, 2.2, 2.8, and 3.4 hereof or to the extent that a Partner agrees to make an Additional Capital Contribution or to purchase securities from the Partnership, (a) no Partner shall be required to contribute any capital to the Partnership or to restore any deficit in its or his Capital Account; (b) no Partner may withdraw any part of its or his capital from the Partnership; (c) no Partner shall be required to make any loans to the Partnership; (d) loans by a Partner to the Partnership shall not be considered a contribution of capital (except upon the conversion of loans pursuant to Section 2.8(e)), shall not increase the Capital Account of the lending Partner, and shall not result in the adjustment of any Partner’s Percentage Interest in the Partnership and the repayment of such loans by the Partnership or decrease the Capital Account of the Partner making the loans; (e) no interest shall be paid on any capital contributed to the Partnership by any Partner; and (f) under any circumstances requiring a return of all or any portion of a Capital Contribution, no Partner shall have the right to receive property other than cash. Any non-cash contribution to the capital of the Partnership shall be valued at its fair market value as determined in the reasonable judgment of the General Partner. Without limiting the General Partner’s discretion to make such valuation, the Partners agree that the valuation given to any non-cash contribution (other than the non-cash portion, if any, of the General Partner’s Initial Capital Contribution, which shall be treated as provided in Section 2.2(b)) by an independent appraiser reasonably acceptable to the General Partner and a majority in interest of the Partners other than the General Partner and its Affiliates or, in the case of services or property obtained from Persons who are not Affiliates of the General Partner, the cost as invoiced of such services or property, shall be conclusively deemed a reasonable fair value and the use of such valuation by the General Partner a reasonable exercise of his discretion.

Section 2.8 Default in Making Contributions or Loans. If any Partner (a “Defaulting Partner”) shall fail to timely make any Capital Contribution or Partner Loan provided for in Section 2.1, 2.2, 2.4, 2.5, 2.6, 2.8 or any other contribution such Partner has agreed to make to the Partnership in full within ten (10) days after such additional contribution or loan is due or required to be made, then the General Partner may, in its sole discretion, exercise any or all of the following remedies:

(a) Institute a proceeding to compel the Defaulting Partner to make its or his contribution or loan.

(b) Set-off against any distributions to the Defaulting Partner the amount of the contribution or loan due or to be made to the Partnership by the Defaulting Partner.

(c) (i) Borrow on behalf of the Partnership from a lender other than the Defaulting Partner the amount of the additional amount due or required to be loaned to the Partnership by the Defaulting Partner, in which case the Defaulting Partner shall be liable to the Partnership for the amount of such borrowing, plus all expenses incurred by the Partnership in connection with any such borrowing, including interest on the funds borrowed and attorneys’ fees.

(ii) If such borrowed amounts are not paid by the Defaulting Partner within ninety (90) days after receipt by the Partnership of such borrowed amounts from the third party lender, the non-Defaulting Partners may, at any time thereafter in their sole discretion, assume liability for or make payment in full to the lender of such borrowed amount, whereupon the capital accounts of the non-Defaulting Partners assuming such liability or making such payment shall be credited with the borrowed amount, and the non-Defaulting Partners’ Partnership Interest shall be increased and the Defaulting Partner’s Partnership Interest shall be decreased in accordance with Section 3.1(c).

(d) Lend the Partnership an amount equal to the Defaulting Partner’s Additional Capital Contribution or Partner Loan, in which case the Defaulting Partner shall be liable to the Partnership and the Partnership shall be liable to the non-Defaulting Partners for the amount of such borrowing, plus all expenses incurred by the Partnership in connection with any such borrowing, including interest on the funds borrowed and attorneys’ fees. If the amounts loaned by the non-Defaulting Partners are not paid by the Defaulting Partner within ninety (90) days after receipt of such loaned amounts by the Partnership, each non-Defaulting Partner may, at any time thereafter and in his or its sole discretion, convert such loan and expenses to a Capital Contribution by such non-Defaulting Partner, whereupon the Defaulting Partner shall have no further obligation to the Partnership or the non-Defaulting Partners to pay such amounts, and the capital account of the non-Defaulting Partner shall be credited with such amounts, and the non-Defaulting Partner’s Partnership Interest shall be increased and the Defaulting Partner’s Partnership Interest shall be decreased in accordance with Section 3.1(c).

(e) Purchase the Partnership Interest of the Defaulting Partner in the Partnership for a purchase price equal to the product of such Defaulting Partner’s Percentage Interest multiplied by the net book value of the Partnership’s tangible assets and thereby terminate the Defaulting Partner’s interest in the Partnership while continuing the business of the Partnership. The closing of any purchase hereunder shall occur thirty (30) days after the non-Defaulting Partner has notified the Defaulting Partner of its election to purchase the Defaulting Partner’s Partnership Interest or at such other time as the Partners may agree.

(f) Dissolve and liquidate the Partnership as provided in this Agreement in such event.

(g) The choice of actions to be taken in respect of a Defaulting Partner shall be made by the General Partner in its sole discretion. If the General Partner elects to make any loan or Capital Contribution to the Partnership pursuant to Sections 2.8(c)(ii) or 2.8(d) it shall give notice thereof to each non-Defaulting Partner stating the aggregate amount of the loan or Capital Contribution to be made. Each Non-Defaulting Partner shall have the right to participate in the making of any loans or Capital Contributions pursuant to Sections 2.8(c)(ii) or 2.8(d) pro rata in accordance with his or its then Percentage Interest. Any non-Defaulting Partner may exercise such right by giving notice to the General Partner within three days of its receipt of the notice required by the second preceding sentence. Such Additional Capital Contributions or Partner Loans shall be due as specified in the General Partner’s notice. Each Non-Defaulting Partner who makes a loan pursuant to Section 2.8(c)(ii) may exercise his or its remedies pursuant to Section 2.8(e) in his or its sole discretion and without regard to the choice of remedies selected by any other non-Defaulting Partner.

Section 2.9 Third Party Loans. Without limiting the grant of power to the General Partner that is made in Section 6.1, the parties hereto agree that the General Partner shall have specifically the right and all power and authority, at its sole discretion, to arrange for loans to the Partnership from third parties for working capital and such other purposes as the General partner may determine to be necessary or reasonably incidental to the business of the Partnership. Such third party loans may be provided directly by lenders to the Partnership or indirectly through Affiliates of the General Partner (including, without limitation, by Continental Medical Systems, Inc. (“CMS”) through credit facilities maintained by it from time to time), and may be secured by such mortgages, pledges, assignments or other encumbrances of the Partnership’s assets or by contracts of guaranty or suretyship as may be required by the lenders thereof, including, in the case of any loan made through a credit facility maintained by CMS guaranties of the obligations of CMS to its lender. Each Partner agrees to pledge, at the request of the General Partner, its or his interest in the Partnership as security for the repayment of any loans made to the Partnership on such terms and conditions as may be required by the principal lender to the Partnership, or in the case of a loan made to the Partnership through CMS, the principal lender to CMS, and in connection therewith to execute such pledge agreements, registrations of pledges, financing and continuation statements and such other documents requested by the General Partner as may be required to evidence and record any such pledge. To the extent required by the principal lender to CMS or the Partnership, each Partner will subordinate in all respects any Partner loans to loans from such lender whether made directly by such Lender or indirectly through CMS and/or the General Partner.

Section 2.10 Prepayment of Loans.

At its sole discretion, the General Partner may cause the Partnership to prepay any loans to the Partnership; provided that Partner Loans are prepaid pro rata. A loan made through a credit facility maintained by CMS shall not, in any case, be deemed a Partner Loan for the purposes of this Section 2.10.

ARTICLE III

CAPITAL ACCOUNTS

Section 3.1 Percentage Interests.

(a) The respective fractional interest (the “Percentage Interest”) of each Partner in Partnership profits from time to time shall be the percentage that each Partner’s aggregate Capital Contributions to the Partnership bears to the aggregate Capital Contributions of all Partners to the Partnership at the applicable time of determination.

(b) Upon contribution of the Initial Capital Contributions to the Partnership in accordance with Section 2.1, the initial Percentage Interests of the Partners shall be as follows:

(i) STRH, on account of its General Partnership Interest, twenty percent (20%);

(ii) STRH, on account of its Limited Partnership Interest, fifty-nine percent (59%); and

(iii) S Corp, on account of its Limited Partnership Interest, twenty-one percent (21%).

(c) If a non-Defaulting Partner elects to convert to Capital Contributions any loans made to fund a Defaulting Partner’s Additional Capital Contribution amount, the Percentage Interests of the Partners shall be changed so as to be in proportion to the aggregate Capital Contributions made by each Partner.

(d) Each Partner’s Percentage Interest shall constitute its interest in Partnership profits for purposes of determining such Partner’s share of nonrecourse liabilities of the Partnership under Temp. Treas. Reg. §1.752-1T(e)(3)(ii)(C).

Section 3.2 Establishment and Maintenance of Capital Accounts.

(a) General Rule. A capital account (“Capital Account”) shall be established for each Partner in the amount of such Partner’s Initial Capital Contribution. Each Partner’s capital account shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §1.704-1(b)(2)(iv). Pursuant to those rules, a Partner’s capital account shall be increased by:

(i) the amount of any additional capital contributed by such Partner to the Partnership;

(ii) the fair market value, on the date of contribution, of property (other than money) contributed by such Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership either assumes or to which it takes subject); and

(iii) allocations of Partnership income and gain (or items thereof), including income and gain exempt from tax; and shall be decreased by:

(iv) the amount of money distributed to such Partner by the Partnership (except as payments of principal and interest on any loans);

(v) except as provided in Section 10.5(b), the fair market value of property (other than money) distributed to such Partner by the Partnership net of liabilities secured by such distributed property that the Partner assumes or subject to which it takes the property);

(vi) such Partner’s allocable share of expenditures of the Partnership not deductible in computing its taxable income and not properly capitalized for Federal income tax purposes; and

(vii) allocations of Partnership loss and deduction (or items thereof), but excluding items described in (vi) above.

(b) Transferees. Subject to Section 8.9, the Capital Account of any transferee Partner who has acquired the entire interest of a former Partner in the Partnership shall be the same as the Capital Account of the Partner from whom the transferee Partner acquired its interest.

Section 3.3 Distribution Upon Liquidation in Accordance with Capital Accounts. Upon liquidation of the Partnership, liquidating distributions shall in all cases be made in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the Partnership taxable year during which such liquidation occurs (other than those made pursuant to this Section), by the end of such taxable year or, if later, within ninety (90) days after the date of such liquidation, except as permitted by Treas. Reg. §1.704-1(b)(2)(ii)(b).

Section 3.4 Restoration of Deficit Capital Account Balances. Each Partner s all be required to restore any deficit in his or its Capital Account within thirty (30) days after receiving notice thereof from the General Partner. This provision of this Agreement shall not give any Person not a party to this Agreement the right to bring any action or claim against the General Partner or any other Partner to require that any deficit in any Capital Account be restored.

ARTICLE IV

DISTRIBUTIONS

Section 4.1 Cash Flow Distributions.

(a) Except as provided in Article Ten, within one hundred twenty (120) days after the last day of each Fiscal Year of the Partnership, the General Partner shall distribute the Cash Flow, if positive, of the Partnership for the preceding Fiscal Year to the Partners in accordance with their respective Percentage Interests in the Partnership. The Partners understand and agree that it is the General Partner’s present intention, although it is not obligated to do so, to repay all borrowings by the Partnership from Persons other than Partners before making any distributions.

(b) For purposes of this Agreement, “Cash Flow” for any time period means the amount of all cash receipts of the Partnership derived from all sources (including releases from reserves) other than from capital contributions and from proceeds of liquidation of Partnership assets under Article Ten, less (i) all cash expenditures of the Partnership during such period, including without limitation expenditures for accounting and legal fees, principal and interest payments due and currently payable in respect of loans made or arranged by the General Partner, including Partner Loans, any prepayments of any loans to the Partnership, payments to third party payors, payments of any amounts owing to Partners, lease payments, management fees paid to the General Partner or any Affiliate of the General Partner, taxes and other assessments, all governmental and quasi-governmental charges payable by the Partnership, and expenses incurred by or on behalf of the Partnership, and (ii) the amount, if any, which the General Partner determines in its business judgment is necessary or appropriate for working capital or other reserves for cash expenses and contingencies.

(c) If, for any fiscal year, the Partnership incurs income for federal income tax purposes without distributable Cash Flow, General Partner will, to the extent that it is reasonably able to do so, borrow money from third party lenders or its Affiliates in order to make distributions to the Partners sufficient to allow them to make payments of federal income taxes in respect of such income at the highest then prevailing federal marginal rate of individual taxation. Any loans made by the General Partner to the Partnership in order to fund such distributions shall bear interest at the General Partner’s then current cost of borrowing. Any other loans made in respect of such distributions shall bear interest at the then applicable rate charged by the appropriate lender.

Section 4.2 In-Kind Distributions. If, at the discretion of the General Partner, any assets of the Partnership are distributed to the Partners in kind, such assets shall be valued on the basis of the fair market value thereof as determined by the General Partner in its reasonable discretion on the date of distribution. Without limiting the General Partner’s discretion to make such a valuation, the Partners agree that the valuation of any asset by the General Partner on the basis of the determination of its fair market value by an independent appraiser reasonably acceptable to the General Partner and a majority in interest of the Partners other than the General Partner and its Affiliates shall be deemed to be a reasonable value for such asset and a reasonable exercise of such discretion.

ARTICLE V

TAX ALLOCATIONS

Section 5.1 Net Profits and Losses. “Net profits” or “Net Losses” for any Fiscal Year or other period shall be an amount equal to the sum of (a) the Partnership’s taxable income or loss for such year or period as computed for federal income tax purposes (excluding from the computation thereof any item specially allocated pursuant to Section 5.2(c) or (d)) and subject to Treas. Reg. §1.704-1(b)(2)(iv)(g), and (b) any income of the Partnership for such year or period exempt from federal income taxation and any gain on in-kind distributions to be taken into account under Treas. Reg. §1.704-1(b)(2)(iv)(e)(1), reduced by (c) any Expenditures of the Partnership for such year or period not deductible in computing taxable income and not properly chargeable to capital account and any losses on in-kind distributions to be taken into account under Treas. Reg. §1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss, except that the computation of Net Profits or Net Losses shall not take into account any items allocated to Partners pursuant to Sections 5.2(c) and (d) hereof.

Section, such balances shall be reduced by all distributions of Cash Flow with respect to such Fiscal Year under Section 4.1(a), even if such distributions were made after the close of the Fiscal Year, and increased by an amount equal to the portion of each Partner’s share of the net decrease in Partnership minimum gain or minimum gain attributable to partner nonrecourse debt (as defined in Section 5.2(c)(1)) allocable to the disposition of Partnership property subject to one or more nonrecourse liabilities of the Partnership or partner nonrecourse debt, as the case may be, that would occur if all such properties were disposed of for an amount equal to the principal amount of such liability or debt as of the close of the Fiscal Year.

(a) Net Profits. Net Profits of the Partner-ship for any Fiscal Year or other period shall be allocated to the Partners as follows:

(1) First, to all Partners with Capital Account deficits, in proportion to such deficits until such deficits are eliminated;

(2) Second, if the Capital Contributions of any Partner exceed his or its Capital Account balance, to the Partners having such excesses in proportion to such excesses until such excesses are eliminated; and

(3) Third, the remainder, if any, to the Partners in accordance with their Percentage Interests.

(b) Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:

(1) First, if the Capital Account balance of any Partner exceeds his or its Capital Contributions, to the Partners in proportion to such excesses until the Capital Account balances of the Partners equal or do not exceed their respective Capital Contributions;

(2) Second, to all Partners with positive Capital Account balances in proportion to such positive balances until such positive balances are eliminated; and

(3) Third, the remainder, if any, to the Partners in accordance with their respective Percentage Interests.

that would be realized by the Partnership if it disposed of (in a taxable transaction) the Partnership property subject to such liability in full satisfaction thereof, by then aggregating the amounts so computed. A Partner’s Hypothetical Capital Account shall equal his or its true Capital Account, increased by any amount that such Partner is treated as being obligated to restore under Treas. Reg. §1.704-1(b)(2)(ii)(c) (including the Partner’s share of minimum gain, computed as provided in Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(f), and of minimum gain attributable to partner nonrecourse debt, computed as provided in Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(h)(5)), and decreased by the items described in Treas. Reg. §1.704-1(b)(2)(ii)(d), clauses (4), (5) and (6).

(2) Qualified Income Offset. A Partner who unexpectedly receives an adjustment, allocation, or distribution described in Treas. Reg. §1.704-1(b)(2)(ii)(d), clauses (4), (5) and (6), which creates a deficit in his Hypothetical Capital Account shall be allocated income items (consisting of a pro rata portion of each item of Partnership income, including gross income, tax-exempt income, and gain for such year) in an amount and manner sufficient to eliminate such deficit as quickly as possible.

(3) Minimum Gain Chargeback. If there is a net decrease in the Partnership’s minimum gain or minimum gain attributable to partner nonrecourse debt during a Partnership taxable year, any Partner with a share of such minimum gain at the beginning of such year shall be allocated, before any other allocation is made of Partnership items for such taxable year, income items for such year (and, if necessary, subsequent years) in proportion to, and to the extent of, an amount equal to the greater of (A) the portion of such Partner’s share of the net decrease in such minimum gain that is allocable to the disposition of Partnership property or (B) the deficit balance in such Partner’s Hypothetical Capital Account as of the end of such year (but before any allocations of Net Profits or Net Losses for such year) in accordance with Temp. Treas. Req. §§1.704-1T(b)(4)(iv)(e) and 1.704-1T(b)(4)(iv)(h)(4) (the “Minimum Gain Chargeback”). The Minimum Gain Chargeback allocated in any taxable year shall consist first of gains recognized from the disposition of items of Partnership property subject to one or more nonrecourse liabilities of the Partnership or partner nonrecourse debt to the extent of the decrease in minimum gain attributable to the disposition of such items of property, with the remainder of the Minimum Gain Chargeback, if any, made up of a pro rata portion of the Partnership’s other income items for that year.

(4) Additional Minimum Gain Chargeback. If there is a net decrease in the Partnership’s minimum gain or minimum gain attributable to partner nonrecourse debt during a Partnership taxable year, any Partner with a share of such minimum gain at the beginning of such year shall be allocated income items, after any allocations pursuant to subsection (3) of this Section 5.2(c), but before any other allocation is made of Partnership items for such taxable year (and, if necessary subsequent years) in proportion to, and to the extent of, an amount equal to the excess of (x) the amount by which such Partner’s share of such minimum gain has been reduced over (y) the aggregate amount, if any, allocated to such Partner with respect to such net decrease pursuant to such subsection (3).

(5) Special Limitation on Losses Allocated to a Partner. No items of loss, deduction or non-deductible non-capital expenditure (“Loss Items”) shall be allocated to any Partner to the extent that such allocation would create or increase a deficit balance in such Partner’s Hypothetical Capital Account, and any such loss item shall instead be allocated to the other Partners in proportion to the positive balances of their respective Hypothetical Capital Accounts.

(6) Restoration. If any income items or loss items shall be specially allocated pursuant to subsection (2) or (5) of this Section 5.2(c), then as quickly as possible thereafter (but not in such a manner as to create or to increase a deficit in any Partner’s Hypothetical Capital Account) income items and loss items shall be specially allocated among Partners so as to return all Capital Accounts to such balances as they would have had if no such special allocations had been made pursuant to subsection (2) or (5) of this Section 5.2(c).

(7) Rule of Construction. This Section 5.2 is intended to satisfy the alternate test for economic effect set forth in Treas. Reg. §1.704-1(b)(2)(ii)(d) and the rules for allocations attributable to nonrecourse liabilities set forth in Temp. Treas. Reg. §1.704-1T(b)(4)(iv) and to avoid any distortion effected by such regulations and should be so construed.

(d) Nonrecourse Deductions and Partner Nonrecourse Deductions. Nonrecourse deductions (as defined in Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(a)(l)) shall be allocated in accordance with the Percentage Interests of the Partners, and partner nonrecourse deductions (as defined in Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(h)(2)) shall be allocated, pursuant to Temp. Treas. Reg. §704-1T(b)(4)(iv)(h)(2), to the Partner who bears the economic risk of loss for the debt to which such partner nonrecourse deductions are attributable.

Section 5.3 Credits. All investment, targeted job and other tax credits available to the Partnership shall, subject to applicable provisions of the Code, be allocated to the Partners in accordance with their respective Percentage Interests.

Section 5.4 Individual Tax Items. Except as otherwise provided herein, every income item and loss item for a Fiscal Year shall be allocated among the Partners in the same proportion.

ARTICLE VI

CONTROL AND MANAGEMENT

Section 6.1 General. The General Partner shall, except as specifically limited by Section 6.7 below, exercise all of the powers of the Partnership, implement all Partnership decisions and have full, exclusive and complete discretion in the management and control of the Partnership including, without limitation, the power, authority, and right to:

(a) Protect and preserve the Partnership’s title and interest in the assets of the Partnership;

(b) To the extent funds of the Partnership are available, pay all taxes, assessments, and other impositions applicable to the assets of the Partnership and all debts and other obligations of the Partnership;

(c) Negotiate, sign and administer all contracts, documents and other instruments relating to the activities of the Partnership, including without limitation the Management Contract (subject to the limitations of Section 6.7(a)), any lease of the Hospital, equipment leases, contracts of employment, and any assignments, assumptions, extensions or modifications of any of the foregoing and to sell, transfer, exchange, or otherwise dispose of any or all of the assets of the Partnership;

(d) Open and maintain bank accounts in the banks selected by it, deposit and withdraw funds of the Partnership from such accounts, using, if elected by the General Partner at its sole discretion, the centralized cash management account (the “Cash Management Account”) maintained by CMS for such purposes, and sign all checks, drafts or orders for payment of the debts and expenses of the Partnership;

(e) Borrow funds for Partnership purposes, make Capital and Loan Calls under Section 2.2 hereof, and determine whether additional working capital acquired from Partners shall be paid in as Partner Loans, or Additional Capital Contributions, and in connection with any loans to or on behalf of the Partnership, sign all agreements and instruments in connection therewith, including, without limitation, loan, security, and guarantee and pledge agreements and assignments thereof;

(f) Employ, retain and coordinate, at the Partnership’s expense, (or dismiss from employment) such Persons, including employees, attorneys, accountants, and other consultants and contractors as the General Partner shall determine to be necessary or appropriate for the conduct of the Partnership’s business;

(g) Settle claims, confess judgment against the Partnership or submit any claim to arbitration or reference, prosecute, defend and settle lawsuits, and handle all matters with governmental agencies;

(h) Collect all income due the Partnership;

(i) Purchase or lease all equipment, tools, appliances, materials and supplies for the operation of the Partnership’s business;

(j) Contract for water, gas, electricity, and other services and commodities for the operation and maintenance of the Partnership’s business;

(k) Prepare or cause to be prepared and file all Partnership income tax returns, state, federal and local returns and other documents required under the Federal Insurance Contributions Act and the Federal Unemployment Tax Act, or any similar Federal or state legislation or otherwise, and all withholding tax returns required for employees of the Partnership, and act as the tax matters partner for the Partnership for Federal income tax purposes, having the power to make any and all elections for the Partnership for tax purposes, and to represent the Partnership in connection with all examinations of Partnership affairs by tax authorities, including, without limitation, resulting administrative and judicial proceedings;

(l) Issue or cause to be issued securities of the Partnership, including without limitation interests, rights, options, warrants, notes, and bonds, and admit additional or substitute Partners in accordance with this Agreement;

(m) Obtain and maintain in the Partnership’s name insurance of such types and in such amounts as it determines is necessary and appropriate to reasonably protect the Partnership; and

(n) Perform all other business functions related to the business and affairs of the Partnership.

Any officer or director of the General Partner shall have full power and authority to execute all documents and take all other actions as the General Partner shall determine and thereby bind the Partnership with respect thereto.

The duly adopted corporate resolution of the General Partner reciting that it has authority to undertake any action shall be conclusive evidence of the authority of the General Partner or any officer or director of the General Partner, and, when delivered to any third party, any such third party shall be entitled to rely upon such resolution or statement and shall not be required to inquire further as to any of the facts contained in such resolution or statement, said facts being deemed to be true insofar as such third party is concerned. After delivering such resolution or statement, the General Partner, by signature of its duly authorized officer, may sign any instrument and bind the Partnership and the Partnership property just as though all of the Partners had also signed.

Section 6.2 Fees and Expenses of General Partner.

In addition to such distributions as it is entitled to receive in respect of its Capital Contributions or payments in respect of Partner Loans, if any, which it may make to the Partnership, the General Partner shall be entitled to current reimbursement for all costs and expenses to third parties, including Affiliates of the General Partner, that it incurs in its own name, or in the name of or on behalf of the Partnership, in carrying out the business and affairs of the Partnership in accordance with the standard of care set forth in Section 6.3(a) below.

Section 6.3 Standard of Care; Indemnification.

(a) The General Partner shall perform its duties under this Agreement in accordance with its business judgment. Neither the General Partner or any of its Affiliates, nor any officer, director, employee, or agent thereof shall have any liability whatsoever to the Partnership or to any other Partner in respect of any action or inaction relating to the conduct or business of the Partnership or caused by any act or by the failure to act, unless such action or lack of action was a product of the General Partner’s willful misconduct or gross negligence.

(b) The Partnership shall indemnify and hold harmless the General Partner (and each officer, director, employee, agent and Affiliate of the General Partner) for any claim,

loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of any act or failure to act by the General Partner (or any officer, director, employee, agent or Affiliate of the General Partner), as long as such act or failure to act was not cause by the indemnified party’s willful misconduct or gross negligence.

(c) The Partnership shall be permitted to advance funds to any Person who may be indemnified by it for legal expenses and other costs incurred as a result of a legal action if the legal action relates to the performance of duties or services by the indemnified party on behalf of the Partnership, and the indemnified party undertakes to repay the advanced funds to the Partnership in cases in which it would not be entitled to indemnification under this Section 6.3.

Section 6.4 No Right of Limited Partners in Management. No Limited Partner shall take part in the management of the business of, or transact any business for, the Partner-ship.

Section 6.5 No Authority of Limited Partners to Act. No Limited Partner shall have the power to sign for or to bind the Partnership.

Section 6.6 No Liability of Limited Partners to Third Parties. Each Limited Partner’s obligations are limited to those expressly set forth herein, and no Limited Partner shall be personally liable for any debts or other obligations of the Partnership to third parties, except to the extent provided herein or in the Act.

Section 6.7 Limitation on General Partner’s Authority. Notwithstanding the foregoing, the General Partner shall not, without the consent of a majority in interest of the Partners who are not Affiliates of the General Partner:

(a) authorize the Partnership to increase the amounts payable to Affiliates of the General Partner under the Management Contract, except as provided in the Management Contract;

(b) transfer its interest in the Partnership, except as provided in Article Eight below;

(c) authorize the Partnership to sell or otherwise dispose of in a single transaction or series of related transactions any real or tangible personal property owned by the Partnership with a fair market value as determined in the reasonable discretion of the General Partner, in excess of $2,500,000 at the time of sale or disposition, except in connection with a liquidation of the Partnership pursuant to Article Ten below; or

(d) authorize the Partnership to voluntarily liquidate or dissolve, except as provided in Article Ten below.

Section 6.8 Right to Participate.

(a) No Partner shall, either directly or indirectly through any of its respective Affiliates, own any interest in or be affiliated in any way, with any free-standing in-patient physical rehabilitation facility located or to be located within a twenty-five (25) mile radius of

the Hospital without first offering to the other Partners an opportunity to own an interest therein equal to their then current Percentage Interests in the Partnership as provided in Section 6.8(b) below.

(b) In the event any Partner or Affiliate wishes to own an interest in, or be affiliated with, an in-patient free-standing rehabilitation facility within a twenty-five (25) mile radius of the Hospital, such party shall first give the other party written notice (the “Notice of Participation”) of the proposed venture, including a description thereof in reasonable detail so as to permit such other party to consider the desirability of its participation in the venture. Any such Notice of Participation shall be delivered to the receiving party pursuant to Section 12.1, and shall include a description of the project, proposed location, types of proposed services, number of beds, projected costs, timing of the project, names of other proposed participants and copies of any market, feasibility or other reports or studies related to the project. The party giving the Notice of Participation shall respond to any reasonable request by such other party or parties for additional or other follow-up information relating to the Notice of Participation. If within one hundred twenty (120) days after its receipt of a Notice of Participation, the party or parties receiving the Notice of Participation shall not have provided notice in writing of its or their decision to participate in the proposed venture, the party giving the Notice of Participation shall be free to pursue the venture on the terms described in such Notice of Participation. The venture so described must be initiated within one (1) year following the date of the Notice of Participation. If, within the one hundred and twenty (120) day period, the party or parties receiving the Notice of Participation respond to the other party in writing of its or their election to participate on the terms described in the Notice of Participation, the Partners shall negotiate in good faith and jointly undertake the proposed venture on the basis of their then respective ownership interests in the Partnership. In the event the parties cannot agree otherwise, despite good faith efforts, the proposed venture will be based on the respective ownership interests in the Partnership.

(c) For the purposes of this Section 6.8 only, the term “Affiliates” as used in this Agreement shall not include individual shareholders, partners, or other Persons whose interest in a Partner is solely an equity interest, but shall include each executive officer, director, and general partner of each Partner and any Person or group of Persons who beneficially hold at the time of determination, directly or indirectly, 50% or more of the equity interests in such Partner.

Section 6.9 Meetings of the Partners.

(a) Each Partner has the right to vote on each matter submitted to it for its consent or approval. Each Partner shall be entitled to one vote (or fraction thereof) for each percent (or fraction thereof) of its or his Percentage Interest in the Partnership. Action of the Partners may be taken at a meeting of the Partners or by the written consent of the Partners if a copy of the consent form is furnished to all Partners prior to the taking of such action.

(b) Any Partner which is not an individual shall act only through a single representative designated to the General Partner in writing as such, and shall execute and deliver to the General Partner such documents and instruments as the General Partner may require evidencing such appointment and the intent of all shareholders, partners, or other participants in such Partner to be bound by the decisions of their designated representative.

(c) Meetings of the Partners may be called by the General Partner or any other Partner. Meetings may be held in Person or by telephone conference call. Unless waived by the Partners, at least ten (10) days’ prior written notice of the time, date and place of the meeting shall be given to each Partner by the Partner(s) calling the meeting. Such notice shall specify the business to be conducted at the meeting. Any Partner attending, or participating in, a meeting in person or by proxy shall be deemed to have waived notice.

(d) A Partner may authorize another Partner to act for him or it as his or its proxy at any meeting of the Partners. Every proxy shall be in writing and filed with the General Partner prior to or at the meeting.

(e) The failure of a Partner to respond, within the response period set forth in the request in question (which response period shall be not less than ten days nor more than thirty days from the date on which the Partner in question is deemed to have received such request pursuant to Section 6.9(c), either in the affirmative or the negative to any request it receives from the General Partner relating to a proposed act in respect of which such Partner is entitled to vote pursuant to this Agreement shall conclusively be deemed for all purposes to be a vote by such Partner in favor of the act proposed by a General Partner.

Section 6.10 Withdrawal. No Limited Partner may withdraw from the Partnership except as provided in Section 8.8 below.

ARTICLE VII

ACCOUNTING AND RECORDS

Section 7.1 Books and Records. The General Partner shall keep separate books of account for the Partnership showing costs and expenses incurred, charges made, credits made and received and income derived in connection with the operation of the Partnership business in accordance with the accrual method of accounting used for federal income tax purposes. Upon notice to the General Partner, the Limited Partners shall have the right to inspect and copy at their own expense the Partnership’s books and records during reasonable business hours.

Section 7.2 Annual Reports. On or before March 1 of each year, the General Partner shall deliver to each Partner a report indicating each Partner’s share for federal income tax purposes of the Partnership’s income, credits and deductions for the immediately preceding calendar year together with all other information concerning the Partnership which may be required by the Code from time to time. The General Partner shall also cause an annual report of the operation of the Partnership to be distributed to the Partners within one hundred and twenty (120) days after the end of each Fiscal Year. Any financial statements of the Partnership prepared by the General Partner will be prepared in accordance with generally accepted accounting principles, but need not be audited.

Section 7.3 Tax Returns. The General Partner shall prepare all income and other tax returns of the Partnership and cause the same to be filed in a timely manner. Notwithstanding

any other provision of this Agreement, the General Partner may prepare the income and other tax returns of the Partnership in such a manner as will, in the good faith judgment of the General Partner, most likely comply with the Code, even if such returns are inconsistent with the provisions of this Agreement. In any such case, the General Partner will notify the other Partners of the inconsistency.

Section 7.4 Bank Accounts. The bank accounts of the Partnership shall be maintained in such banking institutions as are selected by the General Partner or in the Cash Management Account and withdrawals shall be made only on such signature or signatures as the General Partner may determine. Except through the Cash Management Account, the funds of the Partnership shall not be commingled with the funds of any other Person.

ARTICLE VIII

TRANSFERS OF INTERESTS; WITHDRAWAL

Section 8.1 General Transfer Provisions and Restrictions.

(a) No Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (any such event, a “Transfer,” and the taking of any such action, to “Transfer”) all or any portion of, or right in or to, its Partnership Interest, without the consent of the General Partner.

(b) Any issuance, sale, disposition, pledge, hypothecation, or other encumbrance of capital stock, partner-ship interests, options, warrants, rights or other equity securities or rights to obtain such securities by any Partner that is a corporation, partnership, association or other Entity or by any shareholder or other owner of any Partner shall constitute a Transfer under this Article Eight. Each Partner shall, and shall cause each owner of any interest in such Partner, to execute such agreements as may be required by the General Partner to effectuate this restriction on Transfers.

(c) Notwithstanding that Sections 8.1(a) and (b) permit the General Partner to Transfer any or all of its Partnership Interest with only its own consent and/or the Transfer of the capital stock of the General Partner, the General Partner agrees that it shall at all times maintain a 5% General Partnership Interest in the Partnership and cause CMS to at all times hold at least 51% of the voting stock of the General Partner, except (i) upon the occurrence of an Event of Bankruptcy of the General Partner, (ii) a Transfer in accordance with Section 8.5 (relating to a foreclosure of a pledge made pursuant to Section 2.9 or this Section), or (iii) as a result either of a Transfer of the General Partner’s General Partnership Interest or of the voting stock of the General Partner which is consummated after offering the other Partners the “tag along” rights provided in Section 8.6 below or a Transfer of such Partnership Interests or stock in connection with which the other Partners are required to sell their Partnership Interests pursuant to Section 8.7 below; provided, however, that, the General Partner may pledge or hypothecate any or all of its Partnership Interest, and CMS may pledge any or all of the capital stock of the General Partner to secure borrowings.

(d) Notwithstanding the foregoing, nothing in this Article Eight shall (i) prohibit any Transfer by the General Partner of all, or any portion of, its Partnership Interest or of the capital stock of the General Partner to an Affiliate of the General Partner whether by way of sale, assignment, consolidation, combination, merger, or otherwise; and (ii) no Transfer shall be deemed to have taken place under this Article Eight (a) with respect to shares of stock of the S Corp. that are transferred to the S Corp. or to the S Corp.’s existing shareholders as a result of any existing shareholder’s death, divorce or default in making any required Capital Contribution or where an existing shareholder transfers his shares of stock to his spouse or children or to a trust established for their benefit if the shareholder retains all voting rights with respect to such stock, or (b) with respect to shares of the stock of the General Partner as a result of any change in the ownership or control of CMS.

(e) Subject only to the limitations, if any, imposed by Section 8.1(c) and the Act on such a conversion and Transfer, the General Partner shall have the right to convert all or any portion of its General Partnership Interest in the Partnership into a Limited Partnership Interest and to effect a Transfer of such Limited Partnership Interest.

(f) All Transfers shall be by instrument in form and substance satisfactory to the General Partner. Any transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended. The transferor shall execute and acknowledge all such instruments, in form and substance satisfactory to the General Partner as may be necessary or desirable to effectuate such Transfer or purchase.

(g) In no event shall the Partnership dissolve or terminate upon the admission of any Partner to the Partnership or upon any permitted Transfer of a Partnership’s Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.

Section 8.2 Purchase Options.

(a) (i) In the event that a Partner shall desire to sell all or any part of his or its Partnership Interest pursuant to a bona fide offer to purchase his or its Partnership Interest from a third party, such Partner (hereinafter, the “Selling Partner”) shall first offer to sell its Partnership Interest to each of the Partnership and the General Partner, upon the same terms and conditions as contained in such third party offer by giving written notice (“Notice of Sale”) thereof to the General Partner. The General Partner wishing to exercise either the Partnership’s or its own right of first refusal hereunder shall, within sixty (60) days of receipt of such Notice of Sale, notify the Selling Partner of the election to purchase, on the same terms and conditions as those contained in the Notice of Sale, the Selling Partner’s Partnership Interest specified in such Notice of Sale. If the General Partner does not elect to purchase the Partnership Interest of the Selling Partner either for its own account or the account of the Partnership, the Selling Partner may thereafter for a period of sixty (60) days sell the offered Partnership Interest to the third party whose offer triggered the rights of first refusal granted in this Section for the same amount and type of consideration and otherwise upon the same terms as set forth in the Notice of Sale. If the offered

Partnership Interest is not so sold within this sixty (60) day period, it may not thereafter be sold without again providing the Partnership and the General Partner with the same rights of first refusal as are contained in this Section 8.2(a)(i). Nothing in this Section 8.2(a)(i) shall create any obligation on the part of the General Partner to approve any proposed Transfer by a Partner.

(ii) The right of first refusal provided for in Section 8.2(a)(i) shall also apply in the event of a Transfer pursuant to a foreclosure by, or assignment for the benefit of, a creditor of any Partner, but shall not apply to a foreclosure in respect of a pledge to a lender to the Partnership or, on its behalf, to CMS, of all or any portion of a Partnership Interest as provided for in Sections 2.8, 8.1(c) and (d), and 8.5 or a Transfer of an interest in the S Corp. covered by Section 8.1(d)(ii).

(b) Upon the death of, or the occurrence of an Event of Bankruptcy of, any Partner (other than the General Partner), the Partnership, or (at its sole election) the General Partner, shall have the option upon the giving of written notice to the executor, representative, or heirs, as appropriate, of the deceased Partner or to the bankrupt Partner to purchase the Partnership Interest of such Partner. Within ninety (90) days from the date of such notice the Partner, or his estate or representative, as the case may be, shall sell to the Partnership or the General Partner, as the case may be, and the Partnership or the General Partner shall purchase all of the Partnership Interest owned by such Partner or his estate or representative.

(c) If it is determined by the unappealed judgment of a court of competent jurisdiction or if the General Partner, in its sole discretion, determines (and such determination is supported by an opinion of counsel to the effect that the General Partner’s determination is “reasonable” based on the then current state of applicable law) that the effect of any provision of, or amendment to, federal, state or local law applicable to the Partnership (including, without limitation, provisions of the Act, the Code, the federal Social Security Act, the rules and regulations of the federal Department of Health and Human Services or the Internal Revenue Service or any public health and safety provision of state or local law (collectively, the “Legal Provisions”)) is, or could be, such that the operation of the Partnership’s business could reasonably be expected to result in a violation of any Legal Provision as a result of the ownership of Partnership Interests by Persons in a position to refer patients to the Hospital, such term or provision shall be deemed to be superseded by such Legal Provision and within thirty (30) days of such determination, the General Partner shall (i) modify and amend the terms of this Agreement as it deems necessary or appropriate to make such terms consistent with any Legal Provision or with any other requirements of law, or, (ii) if it is not reasonably practicable to amend this Agreement without altering the rights of the Partners and if permitted by applicable securities laws, either (aa) arrange for purchases of the Partnership Interests by third parties, or, (bb) at its sole election, notify the Partners, and within thirty (30) days of such notice, the Partnership (or at its sole election, the General Partner or its designee) shall purchase, and each other Partner shall sell, its Partnership Interest for the purchase price set forth below.

Partner’s Capital Contribution to the Partnership less any distributions made to him or it prior to such Transfer. This appraisal shall take into account the purposes of the Partnership as set forth in Section 1.4 above in determining the value of any purchased Partnership Interest.

(ii) Payment for any Partnership Interest purchased pursuant to Sections 8.2(a)(ii) or 8.2(b) shall be made in cash at the closing for such purchase. Payment for any Partnership Interest purchased by the General Partner or the Partnership pursuant to Section 8.2(c) may, at the election of the purchaser, be made either in cash at the closing or over a period of up to five (5) years in equal monthly installments of principal and accrued interest with the unpaid principal balance that is from time to time outstanding bearing interest at the Pre-Determined Rate.

(e) Closing for the purchase of any Partnership Interest purchased under this Section 8.2 shall occur at a time and place reasonably acceptable to both the seller and the purchaser of such Partnership Interest. If no time and place are agreed upon, the closing shall be held at the Partnership’s principal office in the State of Texas at 10:00 a.m. on the thirtieth business day after the expiration of the applicable notice period provided for in Sections 8.2(b) and 8.2(c) hereof as applicable.

(f) At the closing for the purchase of any Partnership Interest under this Section 8.2, the seller of such Partnership Interest shall represent and warrant to the purchaser of such Partnership Interest that it is held by the seller free and clear of any lien, pledge, security interest or other encumbrance whatsoever (except for encumbrances under this Partnership Agreement or in respect of Partnership borrowings) and that the purchaser of such Partnership Interest is acquiring good title to the Partnership Interest, free and clear of all such liens, encumbrances and other objections or exceptions.

(g) The seller of any Partnership Interest under this Section 8.2 shall also take, or cause to be taken, all such actions and shall execute and deliver, or cause to be executed and delivered, all such documents, writings, certificates, filings and other materials as may reasonably be necessary to transfer such Partnership Interest in accordance with all applicable federal and state laws, including without limitation, federal securities and tax laws.

(h) With respect to any Partnership Interest purchased under this Section 8.2, the payment of the purchase price shall be deemed conclusively to be in complete liquidation and satisfaction of all the rights and interest of such Partner, or his estate or representative, as the case may be, and all Persons claiming by, through, or under such Partner or such Partner’s estate or representative in and in respect of the Partnership, including, without limitation, any Partner-ship Interest, and rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners.

Section 8.3 Waiver of Partition. No Partner shall, either directly or indirectly take any action to require partition or appraisement of the Partnership or of any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provisions of applicable law to the contrary, each Partner (and its legal representative, successor or assign) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.

Section 8.4 Expenses. All expenses of the Partnership and of the Partners occasioned by a Transfer of a Partner’s interest permitted under Section 8.1 shall be borne by the Partner effecting such Transfer. Each Partner shall bear its own expenses with respect to a Transfer of a Partner’s interest permitted under Section 8.2(a)(i) and the expenses of the Partnership occasioned by such Transfer shall be borne by the Partner effecting the Transfer. The expenses of the Partners and the Partnership in effecting any Transfer pursuant to Sections 8.2(a)(ii), 8.2(b), or 8.2(c) shall be borne by the transferee of the Partnership Interest in question.

Section 8.5 Transfers Upon Foreclosure of Pledged Interests. Notwithstanding the other provisions contained in this Article Eight any Partnership Interest may be Transferred pursuant to a foreclosure by or assignment for the benefit of a creditor of a Partner or Affiliate of a Partner to whom such Partner or Affiliate has pledged its Partnership interest to secure borrowings on behalf of the Partnership in accordance with Sections 2.9 or 8.1(c). Any such Transfer to a creditor transferee shall not cause the Partnership to be dissolved, and each Partner hereby grants to any such creditor transferee a proxy to vote to reconstitute the Partnership and continue its business in the event that any such Transfer would otherwise result in a termination or dissolution of the Partnership.

Section 8.6 Tag Along Rights.

(a) If the General Partner proposes to sell, directly or indirectly, all or any portion of its Partnership Interest to a third party in one transaction or a series of similar transactions which would result in the General Partner holding less than a 5% General Partnership Interest, each other Partner, (a “Tag Along Partner”) may, in his or its discretion, require the General Partner to sell such Tag Along Partners’s Partnership Interest pursuant to such sale(s) at the same price per Percentage Interest and on substantially the same terms as the General Partner.

(b) The General Partner shall deliver a notice to each Tag Along Partner and the Partnership setting forth the terms of any sales covered by Section 8.6(a), offering such Tag Along Partner the right to have such Tag Along Partner’s Partnership Interest included in such sale in accordance with Section 8.6(a) above, together with all documents required to be executed by such Tag Along Partner in order to include such Tag Along Partner’s Partnership Interest in such sale. If any Tag Along Partner exercises his or its tag along right in connection with any sale, such Tag Along Partner shall deliver to the General Partner, prior to the expiration of the thirty (30) day period commencing on the date of the General Partner’s notice, all documents furnished to such Tag Along Partner for execution in connection with such sale. Delivery by any Tag Along Partner of such documents shall constitute an irrevocable exercise by the Tag Along Partner of his or its tag along right with respect to such sale.

thereof as the Partnership or such Tag Along Partner may reasonably request. No later than the fifth business day following such sale, the General Partner shall cause to be remitted to each Tag Along Partner the proceeds of such sale attributable to such Tag Along Partner’s sale of his or its Partnership Interest. If any such sale is not consummated prior to the expiration of the sixty (60) day period referred to in this subsection, the General Partner may not consummate such sale and shall return to each Tag Along Partner all documents delivered to the General Partner in connection with such sale.

(d) If CMS proposes to sell, in a single transaction or series of similar transactions, an amount of the voting stock of the General Partner which would result in CMS holding less than 51% of the then issued and outstanding voting stock of the General Partner upon the consummation of such transaction(s), the General Partner shall cause CMS to provide each Partner that is not an Affiliate of CMS the right to require that the purchaser of the voting stock of the General Partner in such transaction(s) also purchase the Partnership Interest of such Partner. The General Partner shall cause CMS to give the notice and provide the documentation required by Section 8.6(b), each Partner who wishes to have his or its Partnership Interests included in such sale shall exercise his or its right to do so as provided in that Section, and the rights of CMS to consummate such sale shall be limited as provided in Section 8.6(c). The purchase price for any Partnership Interest transferred under this Section 8.6(d) shall be the amount that is equal to the purchase price received by CMS in such sale(s) multiplied by the Percentage Interest represented by the Partnership Interest that is being sold by the Partner exercising his or its tag along rights.

(e) There shall be no liability on the part of the General Partner to any Partner if any sale is not consummated for whatever reason.

(f) The tag along rights granted in this Section 8.6 shall not apply to any Transfer by the General Partner of its Partnership Interest to Affiliates of the General Partner or to any Transfer effected in connection with a transaction referred to in Section 8.5 or be deemed to apply to any sale of the stock of CMS or any change of control of CMS.

Section 8.7 Take Along Rights.

(a) If the General Partner wishes to sell, all, but not less than all, of the Partnership Interest held by it to a Person or Entity that is not an Affiliate of the General Partner, in one transaction or a series of similar transactions (a “Control Transaction”), General Partner may, in its sole discretion, require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by him or it to such third party in accordance with this Section 8.7; provided that such Take Along Partner shall only be required to sell its Partnership Interest at the same price per Percentage Interest and upon substantially the same terms as the Partnership Interest of the General Partner.

consummate such Control Transaction. Each Take Along Partner shall deliver to the General Partner at least seven (7) days prior to the proposed closing date referred to above all documents previously furnished to such Take Along Partner for execution in connection with the Control Transaction. If any Take Along Partner fails to deliver such documents to the General Partner, and such Control Transaction is subsequently consummated, the Partnership shall cause its books and records to show that the Partnership Interest represented by such defaulting Partner is bound by the provisions of this Section and that the Partnership Interest held by him or it shall be transferred only to the third party who purchased the Partnership Interest in connection with such Control Transaction.

(c) The General Partner shall have one hundred and eighty (180) days from the date of its notice referred to in Subsection (b) above to consummate any Control Transaction and, promptly after such consummation, shall notify the Partnership and each Take Along Partner to that effect and shall furnish evidence of such sale (including the time of sale) and of the terms thereof as any Take Along Partner may reasonably request. The General Partner shall also cause to be remitted to each Take Along Partner the proceeds of such sale attributable to the sale of such Take Along Partner’s interest not later than the fifth business day following such sale. If any Control Transaction is not consummated prior to the expiration of the one hundred and eighty (180) day period referred to in this Section 8.6(c), the General Partner may not thereafter consummate a Control Transaction and shall return to each Take Along Partner all documents previously delivered to the General Partner in connection with such Control Transaction.

(d) If CMS proposes to sell, in a single transaction or a series of similar transactions, any shares of the voting stock of the General Partner so that the purchaser in such transaction(s) would hold 51% or more of the voting stock of the General Partner upon their consummation, the General Partner shall have the right to require each Partner to sell his or its Partnership Interest to either CMS or such purchaser for an amount equal to the purchase price received by CMS in such sale multiplied by the Percentage Interest of the Take Along Partner whose interest is being sold. Any such right shall be exercised by the General Partner as provided in Section 8.7(b) and upon the exercise of such right, each Partner shall have the obligations and be subject to the sanctions set forth in Section 8.7(b) and 8.7(c).

(e) Notwithstanding anything in this Section to the contrary, no Partner, other than the General Partner, shall have any right to determine whether or not the General Partner’s Interest in the Partnership shall be sold and nothing in this Section 8.7 shall be construed to require the General Partner to effect a sale of its interest in the Partnership to any Person.

Section 8.8 Allocations With Respect to Transferor’s Interest. Upon the permitted assignment by a Partner of all or any part of its Partnership Interest, each item of Partnership income (or loss) and deduction allocable to the Partnership Interest shall be pro rated as to the transferred Partnership Interest) between transferor and transferee on the basis of the number of days in the taxable year of the Partnership preceding (and including) and succeeding the date as of which the assignment is executed. Gain or loss from the sale or other taxable disposition of a Partnership capital asset shall be allocated to the Persons who were Partners at the time such gain or loss was recognized by the Partnership.

Section 8.9 Section 754 Election. The General Partner may, in its sole discretion, and shall, upon the timely written request of any Partner, cause the Partnership to elect, pursuant to section 754 of the Code, to adjust the basis of Partnership property as provided in sections 734(b) and 743(b) of the Code. The General Partner shall be responsible for determining the adjustments required or permitted by said sections of the Code, provided that, in the case of any adjustment required or permitted under section 743(b) of the Code, the transferee Partner or Partners shall be solely responsible for determining the adjustments required there-under unless such Partner or Partners provide the General Partner with all the information necessary for the General Partner to determine the adjustments. If any adjustments to the basis of Partnership property are made pursuant to section 732(d), 734(b) or 743(b), the capital accounts of the Partners shall be adjusted as specified in Treas. Reg. §1.704-1(b)(2)(iv)(m).

Section 8.10 Withdrawals.

(a) No Limited Partner may voluntarily withdraw from the Partnership except at the end of a term of a lease of the Hospital by giving written notice of such withdrawal to the General Partner not less than one (1) year prior to the scheduled termination date of such term as defined in the appropriate lease. Any such withdrawal shall be effective on the date of the termination of such lease term (the “Effective Date”).

(b) Upon withdrawal, a withdrawing Limited Partner shall be entitled to receive an amount (the “Withdrawal Amount”) equal to (X) the amount of all accrued distributions to which it or he is entitled to receive pursuant to Section 4.1 of this Agreement minus (Y) all amounts owing by such Partner, whether pursuant to Section 3.4 or otherwise, to the Partnership accrued through the Effective Date. Such amount may be paid by the Partnership, at the sole election of the General Partner, either in cash within thirty (30) days after the Effective Date or by the Partnership’s promissory note. Any such note shall have a term of not more than three (3) years, and shall provide that the principal of the Withdrawal Amount from time to time outstanding shall be payable from the Partnership’s revenues in the same amounts that the Withdrawing Limited Partner would have received if he or it had remained a Partner with the same Percentage Interest in the Partnership as at the Effective Date with the balance of the Withdrawal Amount, if any, becoming due on the third anniversary of the Effective Date. The unpaid balance of the Withdrawal Payment from time to time outstanding shall bear interest at the Pre-Determined Rate from and after the Effective Date until the principal of the Withdrawal Amount has been paid or made available for payment.

(c) if any Limited Partner withdraws from the Partnership all of his or its Partner Loans shall remain payable in accordance with their original terms.

(d) Except for the Withdrawal Amount and payment of Partner Loans in accordance with their terms, a withdrawing Limited Partner shall not be entitled to receive any amount in respect of any Partnership property or revenues, including, without limitation, any amount in respect of any appreciation of the Partnership’s assets.

(e) Should it be determined by the final, unappealed judgement of a court of competent jurisdiction that a Limited Partner is entitled to withdraw other than as specified in Section 8.8(a) above, the only amount to which such Limited Partner shall be entitled to receive upon the effective date of such withdrawal, shall be the Withdrawal Amount as specified in Section 8.8(b).

(f) Except as otherwise provided in Section 10.1(e), the withdrawal of any Limited Partner shall not cause a dissolution or effect a termination of the Partnership.

(g) No Transfer permitted hereunder shall be deemed to constitute a withdrawal.

ARTICLE IX

ADMISSION OF PARTNERS

Section 9.1 Procedure. New Partners may be admitted to the Partnership as a result of the transfer of Partnership Interests pursuant to Article Eight or the issuance of additional Partnership Interests. Each new Partner shall be admitted pursuant to this Section 9.1. The Percentage Interest of any such new Partner shall be as fixed in accordance with Section 3.1 with an appropriate reduction in the Percentage Interests of the old Partners. Each new Partner shall sign a supplement to this Agreement at the time such new Partner is admitted confirming the admission of the new Partner as a Partner hereunder. In connection with the admission of any such new Partner, the General Partner may cause Article Two of this Agreement to be amended to reflect any limitations on such Partners’ obligations or rights thereunder, Section 6.7 of this Agreement to be amended to reflect any acts requiring the consent of such Partner, and, in the case of the admission of a General Partner, Section 8.10 to be amended to prohibit the withdrawal of such Person from the Partnership, and this Agreement to be amended to effect the admission of such Partner to the Partnership. In the event, that one or more additional Partners are admitted to the Partnership as General Partners, the General Partner shall serve as the “Managing General Partner” of the Partnership, with the sole discretion and authority to exercise all of the powers of the Partnership as granted in Section 6.1, above. In such event, the General Partner shall have the power to amend this Agreement to give effect to the requirements of the preceding sentence.

ARTICLE X

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

Section 10.1 Events of Dissolution. The occurrence of any of the following shall constitute an event of dissolution of the Partnership (a “Event of Dissolution”):

(a) the expiration of the term of the Partnership as provided in Section 1.5;

(b) the termination of the initial lease of the Hospital, unless at the time of such termination that lease is renewed or extended for a single term of not more than five years, in which case the Partnership shall dissolve upon the earlier to occur of the termination of the last such extended or renewal term which is exercised by the General Partner or the Termination Date;

(c) the sale or other disposition of all or substantially all of the assets of the Partnership unless such sale or other disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment, it being understood and agreed by the Partners that the termination of any lease, license permit, authorization, or franchise to which the Partnership is a party or holds shall not constitute a disposition of assets of the Partnership for the purposes of this Section 10.1(c), but shall constitute an Event of Dissolution only if it would do so under Section 10.1(a) and/or Section 10.1(b) (and, then, only to the extent provided therein);

(d) subject to Section 10.2 below, the resignation, withdrawal, or dissolution of the General Partner or the occurrence of an Event of Bankruptcy of the Partnership or of the General Partner, which is not, in the case of an involuntary Event of Bankruptcy, discharged or stayed within ninety (90) days of occurrence;

(e) the acquisition by a single Person or Entity of all of the Partnership Interests;

(f) the issuance of a decree of dissolution by a court of competent jurisdiction pursuant to Section 17-802 of the Act; or

(g) the written agreement of all of the Partners.

Section 10.2 Continuation of the Business of the Partnership After Certain Events of Dissolution. If the Partnership is dissolved by the voluntary withdrawal or dissolution of the General Partner or the withdrawal of all of the Partners other than the General Partner, the remaining Partners shall have the right to continue the business of the Partnership as provided in the Act. Subsequent to any other Event of Dissolution, the business of the Partnership may be continued only if all Partners agree in writing to reconstitute the Partnership and continue its business.

Section 10.3 Effect of Dissolution. Upon the occurrence of an Event of Dissolution, the Partnership shall not terminate but shall, unless its business is continued pursuant to Section 10.2 above, continue solely for the purposes of winding up its business and liquidating in accordance with this Article Ten all of the assets owned by the Partnership (until all such assets have been sold or liquidated) and collecting the proceeds from such sales and all receivables of the Partnership until the same have been written off as uncollectible, at which time the Partnership shall be wound up. Unless the business of the Partnership is continued as provided in Section 10.2, after the occurrence of an Event of Dissolution the Partnership shall engage in no further business other than that necessary for the Partnership to operate on an interim basis and for the Partnership to collect its receivables, liquidate its assets and pay or discharge its liabilities in accordance with this Article Ten.

Section 10.4 Sale of Assets by Liquidator. Unless the business of the Partnership is continued as provided in Section 10.2, upon dissolution of the Partnership, the General Partner shall, as “Liquidator,” proceed to wind up the affairs of the Partnership and distribute its assets in accordance with the remaining Sections of this Article Ten, unless the General Partner is unable or unwilling to serve as Liquidator, in which case a substitute Liquidator shall be appointed by the vote of a majority in interest of the Partners.

Section 10.5 Liquidation Following Withdrawal of Certain Partners. If the liquidation of the Partnership is occasioned by its dissolution as a result of the withdrawal of all Partners other than the General Partner, all assets of the Partnership shall be distributed to the General Partner, and the only amounts to which any withdrawing Partner shall be entitled shall be the Withdrawal Amount, which shall be pay-able as provided in Sections 8.8(b) and 11.9(a)(ii).

Section 10.6 Certain Rights Doan Liquidation. In any liquidation and winding up of the Partnership, except a liquidation and winding up to which Section 10.5 applies:

(a) The General Partner shall have the sole and exclusive right to purchase all, or any, of the assets of the Partnership, and to acquire all rights of the Partnership under any lease to which it is a party and which is in effect at the time of liquidation by assuming all obligations under such lease accruing from and after the liquidation of the Partnership, by giving written notice of its exercise of such right to each other Partner within sixty (60) days after the completion of the appraisal referred to in Section 10.6(c) below.

(b) The aggregate purchase price for any acquisition of Partnership assets and the value of any leasehold interest assumed by the General Partner in a liquidation shall be the value of the purchased assets or leasehold interest, as the case may be, determined in accordance with the next succeeding paragraph multiplied by the Percentage Interests of all Partners other than the General Partner and its Affiliates.

(c) The determination of value required by the preceding Section shall be made by an appraiser appointed by the General Partner, or, at the request of any other Partner, by a panel of three appraisers, one of whom shall be appointed by the General Partner, the second of whom shall be appointed by all other Partners, and the third of whom shall be appointed by the other two appraisers so chosen. In determining the value of the Partnership’s assets being purchased by the General Partner, the appraiser or appraisers shall not place any value upon the business of the Partnership, goodwill, or any other intangible Partnership asset. The value(s) of any leasehold interest(s) being acquired by the General Partner shall be determined by the appraiser(s) after taking into account the liabilities accruing under the lease in question from and after the date of the closing of the assumption of the lease by the General Partner. No value shall be placed upon any interest in respect of a lease which has terminated or upon any right which the General Partner may have in respect of the leased property after the termination of any lease. The value of any tangible personal property purchased by the General Partner shall be the book value of such property as at the closing date of such purchase, and the value of any real property purchased by the General Partner shall be its fair market value at such date as determined by the appraiser(s). In making all judgements as to value the appraiser(e) shall take into account the purposes of the Partnership as described in Section 1.4.

(d) The purchase price for any assets acquired by the General Partner in a liquidation of the Partnership may be paid by the General Partner either in cash or by a note bearing interest at the Pre-Determined Rate with the principal being amortized by level annual payments over a term of not more than five (5) years and with the unpaid principal balance from time to time outstanding bearing interest at the Pre-Determined Rate.

(e) The General Partner will seek to cause any purchase or assumption of Partnership assets or interests effected by it to be completed as promptly as practicable in order to insure an orderly liquidation of the Partnership. At the closing for any acquisition or assumption by the General Partner, the General Partner shall assume all obligations occurring from and after the closing under the lease that is being assumed or in respect of the assets being purchased, as the case may be. No purchase or assumption by the General Partner, however, shall relieve either the Partnership or any Partner of any obligation accruing prior to the closing of such purchase or assumption that it or he may have in respect of any lease or asset of the Partnership or to the Partnership or any other Partner.

(f) The rights of the General Partner under this Section 10.6 may be assigned to any Affiliate of the General Partner; provided that such Affiliate agrees in writing with the Partnership to be bound by the obligations of the General Partner under this Section 10.6.

Section 10.7 Liquidation of Remaining Assets. If the General Partner elects not to exercise its right of first refusal provided for in the preceding paragraphs as to all or any of the assets or leasehold interests of the Partnership, the Liquidator shall promptly obtain an appraisal of the assets and interests of the Partnership not purchased by the General Partner by an independent appraiser unless a prior appraisal of such assets or interests has already been obtained pursuant to Section 10.6. All of the assets and interests of the Partnership not acquired by the General Partner, if any, other than cash, shall be offered (either as an entirety or on an asset-by-asset basis) promptly for sale, upon such terms as the Liquidator shall determine using the above appraisal(s) as a guide.

The Partners, including the General Partner, and their Affiliates shall have the right to negotiate or bid on an arm’s length basis for any or all of the assets and leasehold interests being offered for sale from and after such date as is ninety (90) days after the Partnership terminates, but not before such date.

The decision to accept or reject an offer to acquire assets or interests of the Partnership shall be made solely by the Liquidator.

Section 10.8 Time Limitations on Liquidating Distributions. Nothing in this Article Eleven shall be construed to extend the time period prescribed under Section 3.3 hereof and Treas. Req. §1.704-1(b)(2)(ii)(b) for making liquidating distributions of the Partnership’s assets. In the event the Liquidator deems it impracticable to cause the Partnership to make distributions of the liquidating proceeds to the Partners within the time period described under Treas. Reg. §1.704-1(b)(2)(ii)(b), the Liquidator may make any arrangement that is considered for federal income tax purposes to effectuate liquidating distributions of all of the Partnership’s assets to the Partners within the time period prescribed in such regulation and that will permit the sale of the non-cash assets considered so distributed in a manner that gives effect, to the extent possible, to the intent of the preceding provisions of this Article Ten.

Section 10.9 Priority of Distributions of Liquidation Proceeds.

(a) If the Partnership is liquidated upon dissolution, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:

(i) in payment of the expenses of liquidation;

(ii) in payment of the debts of the Partnership to Persons other than Partners;

(iii) in pro rata payment of the indebtedness of the Partnership to the Partners;

(iv) to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated, or unforeseen liabilities or obligations of the Partnership; and

(v) to the Partners in accordance with Section 3.3 hereof.

(vi) Subject to Sections 10.6 and 10.7, the assets of the Partnership shall be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation. In the event that in the Liquidator’s opinion complete liquidation of the assets of the Partnership within a reasonable period of time proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind but, without limitation, only after all cash and cash-equivalents received by the Partnership in a liquidating sale pursuant to this Section have first been distributed. Any asset distributed in kind pursuant to this Section shall be distributed to the Partners in accordance with their then positive Capital Accounts as determined after (A) reduction to reflect distributions of cash and cash-equivalents made pursuant to this Section, and (B) adjustment to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property would be allocated among the Partners (pursuant to Article Five) if there were a taxable disposition of such property for its fair market value on the date of distribution.

ARTICLE XI

REPRESENTATIONS AND WARRANTIES

Section 11.1 Representations and Warranties of the Partners. Each Partner represents and warrants to the other Partners that:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation.

(b) It has the corporate power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby.

applicable to the Partner, (B) any rule or regulation of any administrative agency or other governmental authority applicable to the Partner, (C) the charter or by-laws of such Partner, or (D) any agreement, indenture, instrument or contract by which such Partner is bound.

(d) This Agreement, when executed and delivered by such Partner, will be the legal, valid and binding obligation of such Partner, enforceable against it in accordance with its terms.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Notices. Any notice or document required or permitted to b given hereunder shall be deemed to be given on the date (a) deposited in the United States mail, postage prepaid, certified mail, return receipt requested, or (b) delivered to an internationally recognized overnight courier service, in each case, addressed to the parties hereto at the respective addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith, or if to the Partnership, the address of the principal office of the Partnership.


If to STRH:		Southeast Texas Rehabilitation Hospital, Inc.
		c/o Continental Medical Systems, Inc.
		600 Wilson Lane, P.O. 715
		Mechanicsburg, PA 17055
		Attn: Deborah Myers Welsh, Esq.

With a copy to:		Continental Medical Systems, Inc.
		600 Wilson Lane, P.O. 715
		Mechanicsburg, PA 17055
		Attn: Deborah Myers Welsh, Esq.

If to S Corp.:		Beaumont Rehab Hospital Investors, Inc.
		c/o Cliff Cavett
		2615 Calder Suite 400
		Beaumont, Texas 77702

With a copy to:		Orgain, Bell & Tucker
		470 Orleans Street
		Beaumont, Texas 77701
		Attn: John Creighton III

Section 12.2 Successors and Assigns. Subject to the restrictions on Transfer set forth herein, this Agreement shall bind and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

Section 12.3 No Oral Modifications; Amendments. No oral amendment of this Agreement shall be binding on the Partners. Any modification or amendment of this Agreement

must be in writing signed by an authorized officer of the General Partner. This Agreement may not be amended by the General Partner acting singly without the consent of a majority in interest of the Partners other than the General Partner and its Affiliates except:

(a) to admit a Partner in accordance with this Agreement;

(b) as provided in Article Nine and Section 8.2(c) or as may be required by, or advisable in light of, changes to the Code or the rules and regulations promulgated thereunder or the rulings issued or eases decided thereunder; or

Section 12.4 Captions. Any article, section or paragraph titles or captions contained in this Agreement and the table of contents are for convenience of reference only and shall not be deemed a part of this Agreement.

Section 12.5 Terms. Common nouns and pronouns shall be deemed to refer to tie masculine, feminine, neuter, singular and plural, as the identity of the Person or Entity may in the context require. Any reference to the Code, Act or other statutes or laws shall include all amendments, modifications or replacements of the specific sections and provisions concerned.

Section 12.6 Invalidity. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, it shall not affect in any respect whatsoever the validity of the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 12.7 Counterparts. This Agreement may be executed in Counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, binding on the Partners, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

Section 12.8 Further Assurances. The Partners hereto agree that they will execute and deliver, or cause to be delivered, all such instruments, and will take all such other actions, as may be reasonably required from time to time in order to effectuate the provisions and purposes hereof.

Section 12.9 Complete Agreement. This Agreement together with the subscription documents executed by Limited Partners in the Offering, which are incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the Partners with respect to the matters to which it relates. It supersedes all prior written and oral statements and no representation, statement, condition or warranty not contained in this Agreement shall be binding on the Partners or have any force or effect whatsoever.

Section 12.10 Attorneys’ Fees. If any proceeding is brought by one Partner against another to enforce, or for breach of, any of the provisions in this Agreement, the prevailing Partner shall be entitled in such proceeding to recover reasonable attorneys’ fees together with the costs of such proceeding therein incurred. Each Partner shall pay the fees of its own attorneys in connection with the negotiation, preparation and execution of this Agreement.

Section 12.11 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.

Section 12.12 No Third Party Beneficiary. Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Partners and their respective heirs, successors and assigns, and such agreements and assumption shall not inure to the benefit of the obligees of any indebtedness or any other party, whomsoever, it being the intention of the Partners that no one shall be deemed to be a third party beneficiary of this Agreement.

Section 12.13 Limited Power of Attorney. Each Partner, including any additional or substituted Partner, by the execution of this Agreement or any counterpart thereof or by joining in agreement with respect thereto, does hereby irrevocably constitute and appoint the General Partner, each director and officer thereof, and any Person or Entity which duly becomes a substitute or additional General Partner of the Partnership in accordance with this Agreement, and each of them acting singly, in each case with full power of substitution, its or his true and lawful agent and attorney-in-fact, with full power and authority in its or his name, place and stead, to make, execute, acknowledge, swear to, deliver, file and record (a) such amendments to this Agreement and the Partnership’s Certificate of Limited Partnership as are necessary to admit substituted or additional Partners to the Partnership; (b) such documents and instruments as are necessary to cancel the Partnership’s Certificate of Limited Partnership; (c) the Certificate of Limited Partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (d) all certificates and other instruments deemed advisable by the General Partner to permit the Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in the jurisdictions where the Partnership may be doing business; (e) all fictitious or assumed name certificates required or permitted to be filed on behalf of the Partnership; (f) all other instruments which may be required or permitted by law to be filed on behalf of the Partnership; and (g) any amendment to this Agreement that is permitted hereunder. The foregoing limited power of attorney, being coupled with an interest, is hereby declared to be irrevocable, and shall survive the death, dissolution or incapacity of any Partner.

Section 12.14 Estoppels. Each Partner shall, upon not less than fifteen (15) days written notice from any Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.

Section 12.15 References to Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated. The words “herein,” “hereof,” “hereunder,” “this Agreement” and other similar references shall be construed to mean and include this Partnership Agreement and all amendments and supplements thereto unless the context shall clearly indicate or require otherwise.

Section 12.16 Reliance on Authority of Person Signing Agreement. If a Partner is a trust (with or without disclosed bane curies), general partnership, limited partnership, joint venture, corporation, or any Entity other than a natural Person, the Partnership and the Partners shall:

(a) not be required to determine the authority of the Person signing this Agreement to make any commitment or undertaking on behalf of such Entity or to determine any fact or circumstance bearing upon the existence of the authority of such Entity or to determine any fact or circumstance bearing upon the existence of the authority of such Person;

(b) not be required to see to the application or distribution of proceeds paid or credited to Persons signing this Agreement on behalf of such Entity;

(c) be entitled to rely on the authority of the Person signing this Agreement with respect to the voting of the Partnership’s Interest of such Entity and with respect to the giving of consent on behalf of such Entity in connection with any matter for which consent is permitted or required under this Agreement; and

(d) be entitled to rely upon the authority of any general partner, joint venturer, trustee, or president or vice president, as the case may be, of any such Entity the same as if such Person were the Person originally signing this Agreement on behalf of such Entity.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.


	GENERAL PARTNER:

	SOUTHEAST TEXAS REHABILITATION HOSPITAL, INC.

Attest:	By:	/s/ unreadable
	Title:	Vice President

	LIMITED PARTNERS:

	BEAUMONT REHAB HOSPITAL INVESTORS, INC.

Attest:	By:	/s/ unreadable
	Title:	President

	WITHDRAWING LIMITED PARTNER:

	CMS DEVELOPMENT AND MANAGEMENT COMPANY, INC.

Attest:	By:	/s/ unreadable
	Title:	Vice President

GLOSSARY OF DEFINED TERMS

BEAUMONT REHAB ASSOCIATES LIMITED PARTNERSHIP

Agreement of Limited Partnership

dated as of March 27, 1991


Term		(Definition or Section in which definition appears)

Act		The Delaware Revised Uniform Limited Partnership Act (6 Del. C. §17-101 et. seq.) as from time to time amended and any successor statute.

Additional Capital Contribution		Section 2.4

Affiliate		A Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person ingestion and any officer, director, trustee, employee, stockholder (ten percent or more) or partner of any Person referred to in the preceding clause. For purposes of this definition, the term “control” means the ownership of ten percent or more of the beneficial interest of the voting power of the appropriate Entity.

Agreement		Preamble

Capital Account		Section 3.2

Capital Call		Section 2.2

Capital Contribution		Any amount of cash, property, or services contributed by a Partner to the Partnership in respect of its equity interest therein in accordance with the Partnership Agreement.

Cash Flow		Section 4.1(b)

Cash Management Account		Section 6.1

CMS		Section 2.9

Code		The Internal Revenue Code of 1986, as from time to time amended (and corresponding provisions of any successor statute) and all published rules, rulings and regulations thereunder.

Control Transaction		Section 8.7

Defaulting Partner		Section 2.8

Entity		Any general partnership, limited partnership, corporation, joint venture, trust, business trust, limited liability company, cooperative or association.


Effective Date		Section 8.10

Event of Bankruptcy		As to the Partnership or a Partner:

		- filing a voluntary petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Code (as now or in the future amended) or an admission seeking the relief therein provided;

		- making a general assignment for the benefit of its creditors; consenting to the appointment of a receiver for all or a substantial part of its property;

		- in the case of the filing of an involuntary petition in bankruptcy, an entry of an order for relief;

		- the entry of a court order appointing a receiver or trustee for all or a substantial part of its property without its consent; or

		- the assumption of custody or sequestration by a court of competent jurisdiction of all or substantially all of its property.

Event of Dissolution		Section 10.1

Fiscal Year		Section 1.7

General Partner		Southeast Texas Rehabilitation Hospital, Inc. and any other Person or Entity that becomes a General Partner of the Partnership in accordance with this Agreement.

General Partnership Interest		Any equity interest held by any Person or Entity as a General Partner of the Partnership.

Hospital

Initial Capital Contribution		Section 2.2

Legal Provisions		Section 8.2

Limited Partner		Any Person or Entity that becomes a Limited Partner of the Partnership in accordance with the Agreement.

Limited Partnership Interest.		Any equity interest in the Partnership held by any person or Entity as a limited partner.

Liquidator		Section 10.3

Loan Call		Section 2.2

Loss Items		Section 5.2

Mandatory Additional Capital Contribution		Section 2.2

Mandatory Partner Loan		Section 2.2

Management Contract		Section


Managing General Partner		Section 9.1

Minimum Gain Chargeback		Section 5.2

non-Defaulting Partner		Section 2.8

Notice of Participation		Section 6.8

Notice of Sale		Section 8.2

Optional Additional Capital Contribution		Section 2.4

Optional Partner Loan		Section 2.4

Partner		Any person or entity that becomes a Partner of the Partnership in accordance with the Partnership Agreement.

Partner Loan		Section 2.4

Partnership		Section 1.1

Partnership Interest		The entire ownership interest of a Partner in the Partnership at any particular time, including the right of such Partner to any and all benefits to which a Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Partner to comply with all the terms and provisions of this Agreement and of the Act.

Percentage Interest		Section 3.1

Person		Any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits; and, unless the context otherwise requires, the singular shall include the plural, and the masculine shall include the feminine and the neuter and vice versa.

Pre-Determined Rate		Section 2.2

Tag Along Partner		Section 8.6

Take Along Partner		Section 8.7

Tax Matters Partner		Section 7.4

Termination Date		Section 1.5

Treas. Reg.		Section 3.1

Transfer		Section 8.1

Selling Partner		Section 8.2

S Corp		Preamble

STRH		Preamble

Withdrawal Amount		Section 8.10

Withdrawing Limited Partner		Preamble

EX-3.19 16 dex319.htm ARTICLES OF INCORPORATION OF CHIRON, INC. Articles of Incorporation of Chiron, Inc.

Exhibit 3.19

ARTICLES OF INCORPORATION

CHIRON, INC.

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned do hereby associate themselves into a corporation, under and by virtue of the Nevada Revised Statutes, Title 7, Chapter 78, as amended, and do hereby certify and adopt the following Articles of Incorporation:

ARTICLE I.

The name of the Corporation is:

CHIRON, INC.

ARTICLE II.

The location of the principal office of the corporation in the State of Nevada is 241 Ridge Street, Reno, Nevada. Branch offices may hereafter be established at such other place or places, either within or without the State of Nevada as may be determined from time to time by the Board of Directors.

ARTICLE III.

The purpose for which said corporation is formed is: To engage in any lawful activity.

ARTICLE IV.

The amount of the authorized capital stock of this corporation is $25,000.00 divided into 25,000 shares of the par value of $1.00 per share.

Any and all shares of stock of this corporation of any class shall be paid in as the Board of Directors may designate and as provided by law, in cash, real or personal property, option to purchase, or any other valuable right or thing, for the uses and purposes of the corporation, and said shares of stock when issued in exchange therefor shall thereupon and thereby become and be fully paid, the same as though paid for in cash, and shall be nonassessable forever, and the judgment of the Board of Directors of the corporation concerning the value of the property, right or thing, acquired in purchase or exchange for capital stock shall be conclusive. No stockholder shall have any preemptive rights.

ARTICLE V.

Members of the governing board shall be known as “Directors” and the number thereof shall not be less than three (3) nor more than five (5), the exact number to be fixed by the Board of Directors of the corporation, provided that the number so fixed by the Directors may be increased or decreased from time to time.

ARTICLE VI.

The names and addresses of the first Board of Directors of the corporation, which are three (3) are as follows:

Donna Gerwin

49 W. Taylor Street

Reno, Nevada 89502

Shirley Littlejohns

435 Emerson Way

Sparks, Nevada 89431

Linda Barreto

2461 Riviera

Reno, Nevada 89502

ARTICLE VII.

The stock of this corporation, after the amount of the subscription price, or par value has been fully paid in, shall be nonassessable forever, and shall not be subject to pay the debts of the corporation.

ARTICLE VIII.

The names and addresses of the subscribers signing these Articles of Incorporation are as follows:

Donna Gerwin

49 W. Taylor Street

Reno, Nevada 89502

Shirley Littlejohns

435 Emerson Way

Sparks, Nevada 89431

Linda Barreto

2461 Riviera

Reno, Nevada 89502

ARTICLE IX.

The corporation is to have perpetual existence.

ARTICLE X.

A resolution, in writing, signed by all of the members of the Board of Directors of the corporation, shall be and constitute action by the Board of Directors to the effect therein expressed with the same force and effect as though such resolution has been passed at a duly convened meeting, and it shall be the duty of the Secretary to record every such resolution in the Minute Book of the corporation under its proper date.

ARTICLE XI.

The Directors shall have the power to make and alter the By-laws of the corporation. By-laws so made by the Directors under the power so conferred may be altered, amended or repealed by the Directors or by the Stockholders at any meeting called and held for that purpose.

IN WITNESS WHEREOF, we have hereunto set our hands and executed these Articles of Incorporation this 13th day of June, 1974.

/s/ [DONNA GERWIN]

DONNA GERWIN

/s/ [SHIRLEY LITTLEJOHNS]

SHIRLEY LITTLEJOHNS

/s/ [LINDA BARRETO]

LINDA BARRETO


STATE OF NEVADA		)
		) ss.
COUNTY OF WASHOE		)

On this 13th day of June, 1974, personally appeared before the undersigned, a Notary Public in and for the County of Washoe, State of Nevada, DONNA GERWIN, SHIRLEY LITTLEJOHNS and LINDA BARRETO known to me to be the persons described in and who executed the foregoing instrument and who acknowledged to me that they and each of them executed the foregoing instrument freely and voluntarily and for the uses and purposes therein mentioned.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

[unreadable]

NOTARY PUBLIC

EX-3.20 17 dex320.htm RESTATED BYLAWS OF CHIRON, INC. Restated Bylaws of Chiron, Inc.

EXHIBIT 3.20

RESTATED BYLAWS

CHIRON, INC. (March 29, 2007)

ARTICLE I

CORPORATE OFFICES

Section 1. Nevada Registered Office. The registered office of the corporation in the State of Nevada may, but need not, be identical with the principal office in the State of Nevada, and the address of the registered office may be changed from time to time by the board of directors.

Section 2. Other Offices. The principal office of the corporation in the State of Alabama shall initially be located in the City of Birmingham and County of Jefferson. The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Times and Places of Meetings. Meetings of stockholders for any purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of stockholders, commencing with the year 1974, shall be held on the second Tuesday of September if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10 A.M., or at such other time as may be provided in a resolution by the board of directors, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as conveniently may be.

Section 3. Special Meetings. Special meetings of stockholders may be called by the president, by the board of directors, by the holders of not less than one-fifth of all the outstanding shares entitled to vote on the matter for which the meeting is called, or by such other officers or persons as may be provided in the articles of incorporation or these by-laws.

Section 4. Notice of Meetings. Written notice stating the place, day and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the General Corporation Law or the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

Section 6. Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board of directors may, in advance of the record date, fix a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty days immediately preceding such meeting or other action. If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made. The date on which such period begins, or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided herein, such determination shall apply to any adjournment thereof.

Section 7. Voting Lists. The officer or agent having charge of the transfer books for shares of the corporation shall make, within twenty days after the record date for a meeting of stockholders or ten days before such meeting, whichever is earlier, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any stockholder, and to copying at the stockholder’s expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this state, shall

be prima facie evidence as to who are the stockholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of stockholders.

Section 8. Ouorum. Stockholders holding at least a majority of the voting power, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of stockholders; provided, that if less than a majority of such voting power is represented at the meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the stockholders who hold at least a majority of the voting power and are present at the meeting and entitled to vote on a matter shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by the General Corporation Law, the articles of incorporation or these by-laws.

Section 9. Proxies. A stockholder may appoint a proxy to vote or otherwise act for that stockholder by signing a proxy appointment form and delivering it to the person so appointed. Such proxy shall be filed with the secretary of the corporation before the time of the meeting. No proxy shall be valid after six months from the date thereof, unless otherwise provided in the proxy.

Section 10. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.

Section 11. Voting of Shares by Certain Holders. Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation of such corporation. A corporation may treat the president or other person holding the position of chief executive officer of such other corporation as authorized to vote such shares, together with any other person indicated and any other holder of an office indicated by the corporate stockholder to the corporation as a person or an office authorized to vote such shares. Such persons and offices indicated shall be registered by the corporation on the transfer books for shares and included in any voting list prepared in accordance with the General Corporation Law. Shares registered in the name of a deceased person, a minor ward or a person under legal disability may be voted by his administrator, executor or court-appointed guardian, either in person or by proxy, without a transfer of such shares into the name of such administrator, executor or court-appointed

guardian. Shares registered in the name of a trustee may be voted by him, either in person or by proxy. Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver’s name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed. A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of the corporation owned by the corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares entitled to vote at any given time, but shares of the corporation held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time.

Section 12. Inspectors. At any meeting of stockholders, the chairman of the meeting may, or upon the request of any stockholder shall, appoint one or more persons as inspectors for such meeting, unless an inspector or inspectors shall have been previously appointed for such meeting by resolution of the board of directors. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the stockholders. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 13. Informal Action by Stockholders. Any action required to be taken at any annual or special meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given. The written consent must be filed with the minutes of the proceedings of the stockholders.

Unless otherwise restricted by the articles of incorporation or these bylaws, stockholders may participate in a meeting

of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this bylaw constitutes presence in person at the meeting.

Whenever all persons entitled to vote at any meeting of stockholders consent, either by:

(a) A writing on the records of the meeting or filed with the secretary; or

(b) Presence at such meeting and oral consent entered on the minutes; or

(c) Taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed. At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time. If any meeting be irregular for want of notice or such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity therein waived in a writing signed by all parties having a right to vote at such meeting.

Section 14. Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any stockholder entitled to vote shall demand that voting be by ballot.

Section 15. Organization of Meetings. At each meeting of stockholders, one of the following officers shall act as chairman and shall preside thereat, in the following order of precedence: the president; any vice president acting in place of the president as provided by these by-laws; any person designated by the affirmative vote of the holders of a majority of the shares represented at the meeting in person or by proxy and entitled to vote.

ARTICLE III

DIRECTORS

Section 1. Powers. The business and affairs of the corporation shall be managed by or under the direction of its board of directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be no fewer than one and no more than seven. The terms of all directors expire at the next annual meeting of stockholders following their election. Despite the expiration of a director’s term, that director continues to serve until the next meeting of stockholders at which

directors are elected or until that director’s earlier resignation or removal. A director need not be a resident of the State of Alabama or a stockholder of the corporation.

Section 3. Place of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.

Section 4. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of stockholders. Other regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the president and shall be called by the president or secretary on the written request of a majority of directors.

Section 6. Notice. Written notice of any special meeting shall be given at least two days before the meeting to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, provided such notice is mailed at least five days before the meeting. Any director may waive notice of any meeting by a writing signed by the director or directors entitled to notice, whether before or after the time stated therein. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of members of the board of directors, as provided in Section 2 of this Article III, shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If less than a majority of such number of directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 8. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, or by election at an annual meeting or at a special meeting of stockholders called for that purpose. A director elected by the stockholders to fill a vacancy shall hold office for the balance of the term for which that director was elected. A director appointed to fill a vacancy shall serve until the next meeting of stockholders at which directors are to be elected.

Section 9. Informal Action by Directors. Any action required to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors. All the approvals evidencing the consent shall be delivered to the secretary to be filed in the corporate records. The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date. Any such consent signed by all the directors or all the members of a committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State of Nevada under the General Corporation Law. Whenever all persons entitled to vote at any meeting of directors consent, either by:

(a) A writing on the records of the meeting or filed with the secretary; or

(b) Presence at such meeting and oral consent entered on the minutes; or

Section 10. Participation with Communications Equipment. Members of the board of directors or of any committee of the board of directors may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 11. Compensation of Directors. The board of directors shall have the authority to fix the compensation of

directors by the affirmative vote of a majority of the directors then in office and irrespective of any personal interest of any of its members. In addition, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be compensated additionally for so serving.

Section 12. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless the dissent of that director shall be entered in the minutes of the meeting or unless that director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 13. Committees. The board of directors may create one or more committees, each having two or more members of the board of directors, who serve at the pleasure of the board of directors. To the extent specified by the board of directors, each committee may exercise the authority of the board of directors in the management and direction of the corporation, provided that a committee may not (a) authorize distributions; (b) approve or recommend to stockholders any act required by the General Corporation Law to be approved by stockholders; (c) fill vacancies on the board of directors or on any of its committees; (d) elect or remove officers or fix the compensation of any member of the committee; (e) adopt, amend or^-repeal the by-laws; (f) approve a plan of merger not requiring stockholder approval; (g) authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the board of directors; (h) authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences, and limitations of a series of shares, except that the board of directors may direct a committee to fix the specific terms of the issuance or sale or contract for sale of the number of shares to be allocated to particular employees under an employee benefit plan; or (i) amend, alter, repeal, or take action inconsistent with, any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

ARTICLE IV

OFFICERS

Section 1. Offices. The officers of the corporation shall consist of a president, one or more vice presidents (the number, seniority and any other designations thereof to be determined by the board of directors), a secretary and a treasurer, and such other officers as may be elected by the board of directors. Any two or more offices may be held by the same person.

Section 2. Annual Election. At the first meeting after each annual meeting of stockholders, the board of directors shall elect a president, one or more vice presidents, a secretary and a treasurer. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.

Section 3. Additional Officers and Agents. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. Compensation of Officers. The compensation of all officers and agents of the corporation shall be fixed by or under the direction of the board of directors. No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the corporation.

Section 5. Term of Office and Vacancy. Each elected officer shall hold office until a successor is elected and qualified or until such officer’s earlier resignation or removal. Any vacancy occurring in any office of the corporation shall be filled by the board of directors for the unexpired portion of the term. Each appointed officer shall serve at the pleasure of the board of directors. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 6. Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 7. President. The president shall (a) be the chief executive officer of the corporation, and shall have supervision over and be in charge of the business of the corporation and its other officers and its employees and agents, subject to the control of the board of directors; (b) be authorized to execute all documents in the name and on behalf of the corporation; and (c) perform all duties incident to the office of president and such other duties as the board of directors may from time to time prescribe.

Section 8. Vice Presidents. In the absence of the president or in the event of the inability or refusal of the president to act, the vice president (or in the event there is more than one vice president, the vice presidents in the order of seniority of title, or in the event of equal seniority, then in the order designated, or in the absence of any designation, then in the order named in the most recent resolution providing for the annual election of officers) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties and have such other powers as the board of directors or the president may from time to time prescribe.

Section 9. Secretary. The secretary shall (a) attend meetings of the board of directors and meetings of the stockholders and record minutes of the proceedings of the meetings of the stockholders and of the board of directors, and when required, shall perform like duties for the committees of the board; (b) assure that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) maintain custody of the corporate records of the corporation; (d) keep or cause to be kept a register of the post office address of each stockholder as furnished to the secretary by such stockholders; (e) sign with the president or a vice president certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors; (f) have charge of the stock transfer books of the corporation and authority over a stock transfer agent, if any; (g) certify copies of the by-laws, resolutions of the stockholders and board of directors and committees thereof and other documents of the corporation as true and correct copies thereof; and (h) perform all duties incident to the office of secretary and such other duties as the board of directors or^-the president may from time to time prescribe.

Section 10. Assistant Secretaries. The assistant secretary, or if there is more than one, the assistant secretaries respectively, as authorized by the board of directors, may sign with the president or a vice president certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors, and shall, in the absence of the secretary or in the event of the inability or refusal of the secretary to act, perform the duties and exercise the powers of the secretary, and shall perform such other duties as the board of directors, the president or the secretary may from time to time prescribe.

may be ordered by the board of directors; (e) submit financial statements to the president and the board of directors; and (f) perform all duties incident to the office of treasurer and such other duties as the board of directors or the president may from time to time prescribe.

Section 12. Assistant Treasurers. The assistant treasurer, or if there is more than one, the assistant treasurers respectively, as authorized by the board of directors, shall, in the absence of the treasurer or in the event of the inability or refusal of the treasurer to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors, the president or the treasurer may from time to time prescribe.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The board of directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Notes. All checks, drafts or other orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the corporation, shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

Section 4. Deposits. All funds of the corporation other than petty cash shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VI

SHARES

Section 1. Issued Shares. The issued shares of the corporation may be represented by certificates, or may be uncertificated shares, in either case in whole or in part, as determined and authorized by the board of directors.

Section 2. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as may

be determined by the board of directors. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary. If a certificate is countersigned by a transfer agent or registrar, other than the corporation itself or its employee, any other signatures or countersignature on the certificate may be facsimiles. If any officer of the corporation, or any officer or employee of the transfer agent or registrar, who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer of the corporation, or an officer or employee of the transfer agent or registrar, before such certificate is issued, the certificate may be issued by the corporation with the same effect as if the officer of the corporation, or the officer or employee of the transfer agent or registrar, had not ceased to be such at the date of its issue. Certificates for shares shall be individually numbered or otherwise individually identified. Each certificate for shares shall state the name of the registered owner of the shares in the stock ledger, the number and the class and series, if any, of such shares, and the date of issuance of the certificate.

Section 3. Uncertificated Shares. The board of directors may provide by resolution that some or all of any or all classes and series of its shares shall be uncertificated shares, and may provide an election by individual stockholders to receive certificates or uncertificated shares and the conditions of such election, provided that such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Within a reasonable time after the registration of issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the General Corporation Law or these by-laws. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Section 4. Registration of Transfers of Shares. Transfers of shares shall be registered in the records of the corporation upon request by the registered owner thereof in person or by a duly authorized attorney, upon presentation to the corporation or to its transfer agent (if any) of a duly executed assignment and other evidence of authority to transfer, or proper evidence of succession, and, if the shares are represented by a certificate, a duly endorsed certificate or certificates for shares surrendered for cancellation, and with such proof of the authenticity of the signatures as the corporation or its transfer agent may reasonably require. The person in whose name shares are registered in the stock ledger of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

Section 5. Lost Certificates. The corporation may issue a new share certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact, by the person claiming the share certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the owner’s legal representative, to advertise the same in such manner as it shall require or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VII

OTHER PROVISIONS

Section 1. Distributions. The board of directors may authorize, and the corporation may make, distributions to its stockholders, subject to any restriction in the articles of incorporation and subject to any limitations provided by law.

Section 2. Fiscal Year. The fiscal year of the corporation shall be fixed, and shall be subject to change, by the board of directors.

Section 3. Seal. The board of directors may, but shall not be required to, provide by resolution for a corporate seal, which may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

Section 4. Indemnification of Directors and Officers. Each person who is or was a director or officer of the corporation, and each person who serves or served at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the heirs, executors, administrators and estates of any such persons), shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the General Corporation Law as it may be in effect from time to time. The corporation shall report any indemnification or advance payment pursuant to this section in writing to the stockholders with or before the notice of the next stockholders meeting.

ARTICLE VIII

EMERGENCY BY-LAWS

aster, or (c) any other catastrophe or emergency condition, the vacant director positions shall be filled by the following persons (to the extent they are not already directors and are willing and able to serve) in the following order: the president, the vice presidents in order of seniority, the treasurer, the secretary, any other officers in order of seniority and any other persons in such order as named by the board of directors on any list as it may compile from time to time for purposes of appointing such successor directors. Such new board of directors shall be referred to as the emergency board of directors of the corporation. The initial Chairman of the Board of the emergency board of directors (“Chairman”) shall be the regularly-elected director, if any, who has served on the board of directors for the longest period of time and, if all directors on the emergency board of directors are successor directors appointed pursuant to this Section, the Chairman shall be determined according to the same order of priority as such successor directors are appointed pursuant to this Section. The directors appointed pursuant to this Section shall serve until the next annual or special meeting of stockholders at which directors are to be elected.

Section 2. Powers. The emergency board of directors shall have all of the rights, powers and duties of the board of directors except such emergency board of directors may not amend the Articles of Incorporation of the corporation nor approve a merger, sale of all or substantially all of the assets of the corporation, liquidation or dissolution.

Section 3. Notice of Meetings. Notice of any meeting of the emergency board of directors held during any emergency described in Section 1 of this Article VIII may be given only to such directors or successor directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including, without limitation, publication or radio.

Section 4. Liability. No officer, director or employee of the corporation acting in accordance with this Article VIII shall be liable to the corporation, except for willful misconduct.

Section 5. By-laws. To the extent not inconsistent with this Article VIII, the by-laws of the corporation shall remain in effect during any emergency described in Section 1 of this Article VIII.

Section 6. Interpretation. If, by operation of law or otherwise, any of the provisions of this Article VIII are deemed to be invalid or not controlling, such provisions shall be construed by any court or agency having competent jurisdiction as a determinative factor evidencing the intent of the corporation.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, and new by-laws may be adopted, at any meeting of, or by informal action of, the stockholders or the board of directors.

EX-3.21 18 dex321.htm CERTIFICATE OF INCORPORATION OF CMS DEVELOPMENT AND MANAGEMENT COMPANY, INC. Certificate of Incorporation of CMS Development and Management Company, Inc.

Exhibit 3.21

CERTIFICATE OF INCORPORATION

CMS DEVELOPMENT AND MANAGEMENT COMPANY, INC.

THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Corporation is CMS Development and Management Company, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose for which the Corporation is organized 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.

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares, all of which are of one class and are designated as Common Stock. Each of such shares shall have a par value of $.01.

FIFTH: The name and mailing address of the incorporator is as follows:

Name

Mailing Address

Barry A. Solomon

1100 PNB Building

Broad and Chestnut Streets

Philadelphia, PA 19107

SIXTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.

SEVENTH: A director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that Section 102(b)(7) (or any successor provision) of the Delaware General Corporation Law, as amended from time to time, expressly provides that the liability of a director may not be eliminated or limited.

on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said Court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH: The term of existence of the Corporation shall be perpetual.

TENTH: Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.

ELEVENTH: The election of directors shall be conducted in the manner prescribed in the By-Laws of the Corporation and need not be by ballot.

TWELFTH: The name and mailing address of each person who is to serve as a director until the first annual meeting of the shareholders or until a successor is elected and qualified is as follows:


		Name				Mailing Address
		Robert A. Ortenzio				600 Wilson Lane
						Mechanicsburg, PA 17055

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 28th day of March, 1988.

/s/ Barry A. Solomon

Barry A. Solomon

Incorporator

EX-3.22 19 dex322.htm BYLAWS OF CMS DEVELOPMENT AND MANAGEMENT COMPANY, INC. Bylaws of CMS Development and Management Company, Inc.

Exhibit 3.22

BY LAWS

CMS DEVELOPMENT AND MANAGEMENT COMPANY, INC.

(A Delaware Corporation)

Article 1. MEETINGS OF STOCKHOLDERS

Section 1.1. Place, Date and Time of Meeting. Meetings of the stockholders of the Corporation shall be held at such place, date and time as may be fixed by the Board of Directors. If no place is so fixed, they shall be held at the principal office of the Corporation, wherever located.

Section 1.2. Annual Meeting. The annual meeting of stockholders, for the election of directors and the transaction of any other business which may be brought before the meeting, shall, unless the Board of Directors shall determine otherwise, be held, at 11:00 A.M. on the first Wednesday in October each year, if not a legal holiday under the laws of Delaware and, if a legal holiday, then on the next secular day following.

Section 1.3. Special Meetings. Special Meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of the holders of a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meeting.

Section 1.4. Organization. At every meeting of the stockholders, the President, or in his absence, a Vice President, or in the absence of the President and all the Vice Presidents, a chairman chosen by the stockholders, shall act as chairman; and the Secretary, or in his absence, a person appointed by the chairman, shall act as Secretary.

Section 1.5. Quorum; Voting. Except as otherwise specified herein or in the Certificate of Incorporation or provided by law, (a) a quorum shall consist of the holders of a majority of the stock issued and outstanding and entitled to vote, and (b) when a quorum is present, all matters shall be decided by the vote of the holders of a majority of the stock having voting power present in person or by proxy.

In each election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected.

Article 2. DIRECTORS

Section 2.1. Number and Term of Office. The number of directors of the Corporation shall be one, provided, that, at such time that the Corporation has more than one stockholder the number of directors shall be three. Each director shall be elected for the term of one year and shall serve until his successor is elected and qualified.

Section 2.2. Resignations. Any director may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary. Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any vacancy in the Board of Directors, resulting from death, resignation, increase in the authorized number of directors or otherwise, may be filled for the unexpired term by a majority vote of the remaining directors in office, though less than a quorum.

Section 2.3. Annual Meeting. Immediately after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers, and the transaction of other business, at the place where such election of directors was held. Notice of such meeting need not be given. In the absence of a quorum at said meeting, the same may be held at any other time and place which shall be specified in a notice given as herein after provided for special meetings of the Board of Directors.

Section 2.4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 2.5. Special Meetings. Special meetings of the Board of Directors may be called by the President, by a Vice President, or by two or more of the directors, and shall be held at such time and place as shall be designated in the call for the meeting.

Notice of each special meeting shall be given by mail, telegram, telephone, or orally, by or at the direction of the person or persons authorized to call such meeting, to each director, at least one day prior to the day named for the meeting.

Section 2.6. Organization. Every meeting of the Board of Directors shall be presided over by the Chairman of the Board, if one has been selected and is present, and, if not, the President, or in the absence of the Chairman of the Board and the President, a Vice President, or in the absence of the Chairman of the Board, the President and all the Vice Presidents, a chairman chosen by a majority of the directors present. The Secretary, or in his absence, a person appointed by the Chairman, shall act as Secretary.

Section 2.7. Quorum; Voting. A majority of the directors shall constitute a quorum for the transaction of business and the vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 2.8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 2.9. Compensation of Directors. Each director shall be entitled to receive such compensation, if any, as may from time to time be fixed, for each meeting of the Board or any committee thereof, regular or special, attended by him. Directors may also be reimbursed by the Corporation for all reasonable expenses incurred in traveling to and from the place of each meeting of the Board or any such committee.

Article 3. OFFICERS

Section 3.1. Number. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and may include a Chairman of the Board and one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors may from time to time determine.

Section 3.2. Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its annual meeting, but the Board may elect officers or fill vacancies among the officers at any other meeting. Subject to earlier termination of office, each officer shall hold office for one year and until his successor shall have been elected and qualified.

Section 3.3. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.4. Removal. Any officer elected by the Board of Directors may be removed at any time by the vote of a majority of the Board of Directors.

Section 3.5. Chairman of the Board. If there is a Chairman of the Board, he shall preside at the meetings of the Board. Such Chairman shall also perform such other duties as may be specified by the Board from time to time and as do not conflict with the duties of the President.

Section 3.6. The President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and operations of the Corporation, subject, however, to the control of the Board of Directors. He shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except in cases where the signing and execution thereof shall be delegated by the Board to some other officer or agent of the Corporation; and, in general, he shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board.

Section 3.7. The Vice Presidents. In the absence or disability of the President or when so directed by the President, any Vice President designated by the Board of Directors may perform all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President; provided, however, that no Vice President shall act as a member of or as chairman of any special committee of which the President is a member or chairman by designation or ex-officio, except when designated by the Board. The Vice Presidents shall perform such other duties as from time to time may be assigned to them respectively by the Board or the President.

Section 3.8. The Secretary. The Secretary shall record all the votes of the stockholders and of the directors and the minutes of the meetings of the stockholders and of the Board of Directors in a book or books to be kept for that purpose; he shall see that notices of meetings of the stockholders and the Board are given and that all records and reports are properly kept and filed by the Corporation as required by law; he shall be the custodian of the seal of the Corporation and shall see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned to him by the Board or the President.

Section 3.9. Assistant Secretaries. In the absence or disability of the Secretary or when so directed by the Secretary, any Assistant Secretary may perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President, or the Secretary.

Section 3.10. The Treasurer. The Treasurer shall have charge of all receipts and disbursements of the Corporation and shall have or provide for the custody of its funds and securities; he shall have full authority to receive and give receipts for all money due and payable to the Corporation, and to endorse checks, drafts, and warrants in its name and on its behalf and to give full discharge for the same; he shall deposit all funds of the Corporation, except such as may be required for current use, in such banks or other places of deposit as the Board of Directors may from time to time designate; and, in general, he shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board or the President.

Section 3.11. Assistant Treasurers. In the absence or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President or the Treasurer.

Section 3.12. Compensation of Officers and Others. The compensation of all officers shall be fixed from time to time by the Board of Directors, or any committee or officer authorized by the Board so to do. No officer shall be precluded from receiving such compensation by reason of the fact he is also a director of the Corporation.

Article 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 4.1. Indemnification. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving while a director or officer of the Corporation at the request of the Corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Delaware law.

Section 4.2. Advances. Any person claiming indemnification within the scope of Section 4.1 shall be entitled to advances from the Corporation for payment of the expenses of defending actions against such person in the manner and to the full extent permissible under Delaware law.

Section 4.3. Procedure. On the request of any person requesting indemnification under Section 4.1, the Board of Directors or a Committee thereof shall determine whether such indemnification is permissible or such determination shall be made by independent legal counsel if the Board or Committee so directs or if the Board or Committee is not empowered by statute to make such determination.

Section 4.4. Other Rights. The indemnification and advancement of expenses provided by this Article 4 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 4.5. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of these By-Laws.

Section 4.6. Modification. The duties of the Corporation to indemnify and to advance expenses to a director or officer provided in this Article shall be in the nature of a contract between the Corporation and each such director or officer, and no amendment or repeal of any provision of this Article shall alter, to the detriment of such director or officer, the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

Article 5. STOCK CERTIFICATES; TRANSFERS

Section 5.1. Stock Certificates. Stock Certificates shall be issued upon the request of any stockholder and shall be signed by the President or a Vice President and by the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation, but, to the extent permitted by law, such signatures may be facsimiles, engraved or printed.

Section 5.2. Transfer of Stocks. Transfers of stock shall be made only on the books of the Corporation by the owner thereof or by his attorney thereunto authorized.

Section 5.3. Closing of Transfer Books. The Board of Directors may close the stock transfer books of the Corporation for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date for payment of any dividend or other distribution or the date for any allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period not exceeding fifty days in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, which shall not be more than sixty or less than ten days before the date of any meeting of stockholders, nor more than sixty days prior to any other action, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise the rights in respect of any change or conversion or exchange of capital stock, or to give any consent of stockholders for any purpose, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or other distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 5.4. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of stock to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or other claim to or interest in such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as other wise provided by the laws of Delaware.

If the Corporation maintains one or more such transfer offices or agencies, it also may, if and whenever the Board of Directors so determines, maintain one or more registry offices each in charge of a Registrar designated by the Board, where such stock shall be registered. No certificates for stock of the Corporation in respect of which a Transfer Agent shall have been designated shall be valid unless countersigned by such Transfer Agent, and no certificates for stock of the Corporation in respect of which both a Transfer Agent and a Registrar shall have been designated shall be valid unless countersigned by such Transfer Agent and registered by such Registrar. The Board may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates.

Section 5.6. Lost, Destroyed and Mutilated Certificates. The Board of Directors, by standing resolution or by resolutions with respect to particular cases, may authorize the issue of new stock certificates in lieu of stock certificates lost, destroyed or mutilated, upon such terms and conditions as the Board may direct.

Article 6. AMENDMENTS

Section 6.1. By Stockholders or Directors. These By-Laws may be amended or repealed at any regular meeting of, the stockholders or directors, or at any special meeting thereof if notice of such amendment or repeal be contained in the notice of such special meeting.

EX-3.23 20 dex323.htm CERTIFICATE OF INCORPORATION OF CMS JONESBORO REHABILITATION, INC. Certificate of Incorporation of CMS Jonesboro Rehabilitation, Inc.

Exhibit 3.23

CERTIFICATE OF INCORPORATION

CMS JONESBORO REHABILITATION, INC.

THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Corporation is CMS Jonesboro Rehabilitation, Inc.

FIFTH: The name and mailing address of the incorporator is as follows:


		Name				Mailing Address
		H. John Michel, Jr.				1100 PNB Bending
						Broad and Chestnut Streets Philadelphia, PA 19107

SEVENTH: A director of the Corporation hall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that Section 102(b)(7) (or any successor provision) of the Delaware General Corporation Law, as amended from time to time, expressly provides that the liability of a director may not be eliminated or limited.

EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stock-holders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the

provisions of §292 of Title 8 of the Delaware Code, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said Court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the Stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH: The term of existence of the Corporation shall be perpetual.

TENTH: Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.

ELEVENTH: The election of directors shall be conducted in the manner prescribed in the By-Laws of the Corporation and need not be by ballot.

TWELFTH: The name and mailing address of each person who is to serve as a director until the first annual meeting of the shareholders or until a successor is elected and qualified is as follows:

Name

Mailing Address

Robert A. Ortenzio

650 Wilson Lane

Mechanicsburg, PA 17055

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 24th day of June, 1987.

/s/ H. John Michel, Jr.

H. John Michel, Jr.

Incorporator

EX-3.24 21 dex324.htm BYLAWS OF CMS JONESBORO REHABILITATION, INC. Bylaws of CMS Jonesboro Rehabilitation, Inc.

Exhibit 3.24

BY LAWS

CMS JONESBORO REHABILITATION, INC.

(A Delaware Corporation)

Article 1. MEETINGS OF STOCKHOLDERS

In each election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected.

Article 2. DIRECTORS

Section 2.4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Article 3. OFFICERS

Section 3.4. Removal. Any officer elected by the Board of Directors may be removed at any time by the vote of a majority of the Board of Directors.

Article 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 5. STOCK CERTIFICATES; TRANSFERS

Section 5.2. Transfer of Stocks. Transfers of stock shall be made only on the books of the Corporation by the owner thereof or by his attorney thereunto authorized.

Article 6. AMENDMENTS

Section 6.1. By Stockholders or Directors. These ByLaws may be amended or repealed at any regular meeting of the stockholders or directors, or at any special meeting thereof if notice of such amendment or repeal be contained in the notice of such special meeting.

EX-3.25 22 dex325.htm CERTIFICATE OF INCORPORATION OF CMS TOPEKA REHABILITATION, INC. Certificate of Incorporation of CMS Topeka Rehabilitation, Inc.

Exhibit 3.25

CERTIFICATE OF INCORPORATION

CMS TOPEKA REHABILITATION, INC.

THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Corporation is CMS Topeka Rehabilitation, Inc.

FIFTH: The name and mailing address of the incorporator is as follows:


		Name				Mailing Address
		H. John Michel, Jr.				1100 PNB Building
						Broad and Chestnut Streets
						Philadelphia, PA 19107

EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application

of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of § 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to e summoned in such manner as the said Court directs. If a majority in number representing three–fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH: The term of existence of the Corporation shall be perpetual.

TENTH: Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.

ELEVENTH: The election of directors shall be conducted in the manner prescribed in the By-Laws of the Corporation and need not be by ballot.

TWELFTH: The name and mailing address of each person who is to serve as a director until the first annual meeting of the shareholders or until a successor is elected and qualified is as follows:


		Name				Mailing Address
		Robert A. Ortenzio				650 Wilson Lane
						Mechanicsburgh, PA 17055

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 24^th day of June, 1987.

/s/ John Michel, Jr.

H. John Michel, Jr.

Incorporator

EX-3.26 23 dex326.htm BYLAWS OF CMS TOPEKA REHABILITATION, INC. Bylaws of CMS Topeka Rehabilitation, Inc.

Exhibit 3.26

BY LAWS

CMS TOPEKA REHABILITATION, INC.

(A Delaware Corporation)

Article 1. MEETINGS OF STOCKHOLDERS

In each election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected.

Article 2. DIRECTORS

Section 2.4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Article 3. OFFICERS

Section 3.4. Removal. Any officer elected by the Board of Directors may be removed at any time by the vote of a majority of the Board of Directors.

Section 3.8. The Secretary. The Secretary shall record all the votes of the stockholders and of the directors and the minutes of the meetings of the stockholders and of the Board of Directors in a book or books to be kept for that purpose; he shall see that notices of meetings of the stock-holders and the Board are given and that all records and reports are properly kept and filed by the Corporation as required by law; he shall be the custodian of the seal of the Corporation and shall see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned to him by the Board or the President.

Article 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 5. STOCK CERTIFICATES; TRANSFERS

Section 5.2. Transfer of Stocks. Transfers of stock shall be made only on the books of the Corporation by the owner thereof or by his attorney thereunto authorized.

Section 5.5. Transfer Agent and Registrar; Regulator. The Corporation may, if and whenever the Board of Directors so determines, maintain, in the State of Delaware, or any other state of the United States, one or more transfer offices or agencies, each in charge of a Transfer Agent designated by the Board, where the stock of the Corporation shall be transferable.

Article 6. AMENDMENTS

Section 6.1. By Stockholders or Directors. These By Laws may be amended or repealed at any regular meeting of the stockholders or directors, or at any special meeting thereof if notice of such amendment or repeal be contained in the notice of such special meeting.

EX-3.27 24 dex327.htm CERTIFICATE OF LIMITED PARTNERSHIP OF COLLIN COUNTY REHAB ASSOCIATES Certificate of Limited Partnership of Collin County Rehab Associates

Exhibit 3.27

CERTIFICATE OF LIMITED PARTNERSHIP

COLLIN COUNTY REHAB ASSOCIATES LIMITED PARTNERSHIP

1. The name of the Partnership is Collin County Rehab Associates Limited Partnership.

3. The name and address of each general partner of the Partnership is as follows:

The Rehabilitation Hospital of Plano, Inc.

600 Wilson Lane

P.O. Box 715

Mechanicsburg, PA 17055

By its execution hereof, the general partner affirms under the penalties of perjury that, to the best of its knowledge and belief, the facts stated in this Certificate are true.


	THE REHABILITATION HOSPITAL OF PLANO, INC., General Partner

DATED: June 26, 1991

	By:	/s/ unreadable
	Title:	Vice President/Secretary

EX-3.28 25 dex328.htm FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLLIN COUNTY First Amended and Restated Agreement of Limited Partnership of Collin County

Exhibit 3.28

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

COLLIN COUNTY REHAB ASSOCIATES LIMITED PARTNERSHIP

THE PARTNERSHIP INTERESTS IN COLLIN COUNTY REHAB ASSOCIATES LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS. THE INTERESTS ARE ALSO SUBJECT TO SUBSTANTIAL RESTRICTIONS ON THEIR TRANSFER UNDER THIS AGREEMENT OF LIMITED PARTNERSHIP.

TABLE OF CONTENTS


ARTICLE 1 THE PARTNERSHIP

	Section 1.1	Exhibit and Glossary	1
	Section 1.2	Organization	1
	Section 1.3	Name	1
	Section 1.4	Place of Business	1
	Section 1.5	Purpose	2
	Section 1.6	Term	2
	Section 1.7	Powers of the Partnership	2
	Section 1.8	Fiscal Year	2
	Section 1.9	No Payments of Individual Obligations	3
	Section 1.10	Title to Property; Certain Rights of General Partner	3
	Section 1.11	Limitation on Liability of Partners	4
	Section 1.12	Conflicts of Interest and Transactions with Affiliates	4
	Section 1.13	Statutory Compliance	5

ARTICLE 2 CAPITAL

	Section 2.1	Initial Capital Contributions and Loans	5
	Section 2.2	Mandatory Additional Capital Contributions and Loans	6
	Section 2.3	No Third Party Beneficiaries	7
	Section 2.4	Optional Additional Capital Contributions and Loans	7
	Section 2.5	Issuance of Additional Partnership Interests	7
	Section 2.6	Preemptive Rights of Partners	8
	Section 2.7	Capital Contributions and Loans Generally	8
	Section 2.8	Default in Making Contributions or Loans	9
	Section 2.9	Third Party Loans	12
	Section 2.10	Prepayment and Priority of Loans	13

ARTICLE 3 CAPITAL ACCOUNTS

	Section 3.1	Percentage Interests	13
	Section 3.2	Establishment and Maintenance of Capital Accounts	14
	Section 3.3	Distribution Upon Liquidation in Accordance with Capital Accounts	14
	Section 3.4	Restoration of Deficit Capital Account Balances	15

ARTICLE 4 DISTRIBUTIONS

	Section 4.1	Cash Flow Distributions.	15
	Section 4.2	In-Kind Distributions	15

ARTICLE 5 TAX ALLOCATIONS

	Section 5.1	Net Profits and Losses	16


	Section 5.2	General Rules of Allocation	16
	Section 5.3	Credits	19
	Section 5.4	Individual Tax Items	19

ARTICLE 6 CONTROL AND MANAGEMENT

	Section 6.1	General	19
	Section 6.2	Fees and Expenses of General Partner	21
	Section 6.3	Standard of Care; Indemnification	21
	Section 6.4	No Right of Limited Partners in Management	22
	Section 6.5	No Authority of Limited Partners to Act	22
	Section 6.6	No Liability of Limited Partners to Third Parties	22
	Section 6.7	Limitation on General Partner’s Authority	22
	Section 6.8	Right to Participate	22
	Section 6.9	Meetings of the Partners	23
	Section 6.10	Withdrawal	24

ARTICLE 7 ACCOUNTING AND RECORDS

	Section 7.1	Books and Records	24
	Section 7.2	Annual Reports	24
	Section 7.3	Tax Returns	25
	Section 7.4	Bank Accounts	25

ARTICLE 8 TRANSFERS OF INTERESTS; WITHDRAWAL

	Section 8.1	General Transfer Provisions and Restrictions	25
	Section 8.2	Purchase Options	26
	Section 8.3	Waiver of Partition	29
	Section 8.4	Expenses	29
	Section 8.5	Transfers upon Foreclosure of Pledged Interests	29
	Section 8.6	Tag Along Rights	30
	Section 8.7	Take Along Rights	31
	Section 8.8	Allocations With Respect to Transferor’s Interest	32
	Section 8.9	Section 754 Election	32
	Section 8.10	Withdrawals	32

ARTICLE 9 ADMISSION OF PARTNERS

	Section 9.1	Procedure	33

ARTICLE 10 DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

	Section 10.1	Events of Dissolution	34
	Section 10.2	Continuation of the Business of the Partnership After Certain Events of Dissolution	35
	Section 10.3	Effect of Dissolution	35
	Section 10.4	Sale of Assets by Liquidator	35


	Section 10.5	Liquidation Following Withdrawal of Certain Partners	35
	Section 10.6	Certain Rights Upon Liquidation	35
	Section 10.7	Liquidation of Remaining Assets	36
	Section 10.8	Time Limitations on Liquidating Distributions	37
	Section 10.9	Priority of Distributions of Liquidation Proceeds	37

ARTICLE 11 REPRESENTATIONS AND WARRANTIES

	Section 11.1	Representations and Warranties of the Partners	38

ARTICLE 12 MISCELLANEOUS

	Section 12.1	Notices	38
	Section 12.2	Successors and Assigns	39
	Section 12.3	No Oral Modifications; Amendments	39
	Section 12.4	Captions	39
	Section 12.5	Terms	39
	Section 12.6	Invalidity	40
	Section 12.7	Counterparts	40
	Section 12.8	Further Assurances	40
	Section 12.9	Complete Agreement	40
	Section 12.10	Attorneys’ Fees	40
	Section 12.11	Governing Law	40
	Section 12.12	No Third Party Beneficiary	40
	Section 12.13	Limited Power of Attorney	40
	Section 12.14	Estoppels	41
	Section 12.15	References to Agreement	41
	Section 12.16	Reliance on Authority of Person Signing Agreement	41

iii

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

COLLIN COUNTY REHAB ASSOCIATES LIMITED PARTNERSHIP

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Agreement”) is made and entered into on June 28, 1991 to be effective for all purposes from and after 11:59 P.M. on June 30, 1991, by and among Rehabilitation Hospital of Plano, Inc., a Texas corporation (hereinafter referred to as “RHP” or the “General Partner”), and PLANO Hospital Investors, Inc., a Texas corporation (the “S Corp”).

The Partnership commenced existence on June 26, 1991 by the filing of its Certificate of Limited Partnership with the Secretary of State of the State of Delaware, with the General Partner as its general partner and CMS Development and Management Company, Inc., a Delaware corporation (the “Withdrawing Limited Partner”), as its sole Limited Partner, serving solely as the placeholder for subsequent Limited Partners. The Partners now desire that the Withdrawing Limited Partner withdraw from the Partnership, that the S Corp. be admitted as a Limited Partner, and that the Partnership’s Agreement of Limited Partnership be amended and restated in its entirety as provided herein.

ARTICLE 1

THE PARTNERSHIP

Section 1.1 Exhibit and Glossary. The Exhibits, if any, and the Glossary attached hereto are hereby incorporated herein and made a part hereof for all purposes, and references herein thereto shall be deemed to include this reference and incorporation.

Section 1.2 Organization. The parties hereby organize, create, and form a limited partnership (the “Partnership”) pursuant to the Act for the limited purposes and upon the terms and conditions set forth herein.

Section 1.3 Name. The name of the Partnership shall be Collin County Rehab Associates Limited Partnership. All business of the Partnership shall be conducted in such name and such other assumed, trade, or fictitious names as the General Partner shall from time to time determine.

Section 1.4 Place of Business. The principal office of the Partnership shall be located at 2800 West 15th Street, Plano, Texas 75075. The Partnership may also maintain such additional offices or such other principal office as the General Partner may determine from time to time.

Section 1.5 Purpose. The purpose of the Partnership shall be to develop, lease and/or own, and operate a rehabilitation hospital in Plano, Texas (“the Hospital”), and to engage in all activities and business incidental or related thereto, including, without limitation, associated outpatient clinics and other related health care ventures, as determined in the sole discretion of the General Partner. The purpose of this Agreement is to provide an opportunity for the Partners to share (in accordance with their Percentage Interests) in the profits and losses of the operation of the Hospital and such other business ventures, if any, as the Partnership may undertake during the term of the initial lease of the Hospital and any extension thereof that is provided for in such lease, but not to permit any Partner other than the General Partner to have any right or interest in or to the operations of the Hospital or the business of the Partnership, or the proceeds thereof, after the earlier to occur of the termination of the initial lease of the Hospital (as extended in accordance with its terms) or the Termination Date (as defined below).

Section 1.6 Term. The Partnership commenced existence upon its filing of a Certificate of Limited Partnership on June 26, 1991 and shall dissolve at 11:59 p.m. on the first business day after the twenty-fifth anniversary of the commencement of the initial lease of the Hospital unless the Partnership is sooner dissolved pursuant to law or any provision of this Agreement (the “Termination Date”).

Section 1.7 Powers of the Partnership. The Partnership shall have and exercise all powers now or hereafter permitted by the laws of the State of Delaware to be exercised by limited partnerships formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership as fully as natural persons might or could do.

Without limiting the foregoing, the powers of the Partnership shall include the power to: sue and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guarantee and suretyship with respect to the obligations of the Partnership or of third parties), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds and other obligations and secure any of its obligations by mortgage, pledge or other encumbrance of all or any of its property, franchises and income; issue additional securities of any type, including interests, rights, options, or warrants; lend money, invest and re-invest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested; hire any and all persons as employees, agents, independent contractors, consultants, or otherwise; provide insurance for its benefit on the life of any of its Partners or their partners, officers, directors or employees; guarantee, purchase, take, receive, subscribe for or otherwise acquire, own, hold, use or otherwise employ securities or interests in any Entity; and to take or cause to be taken all actions and to perform all functions necessary or appropriate to conduct the business of the Partnership.

Section 1.8 Fiscal Year. The fiscal year (“Fiscal Year”) of the Partnership shall be the calendar year commencing on July 1 of each year and ending on June 30 of the

succeeding year, or such other fiscal year as may be required by the Internal Revenue Code of 1986, as amended from time to time or any successor thereto (the “Code”). As used in this Agreement, a Fiscal Year shall include any partial Fiscal Year at the beginning and end of the Partnership term.

Section 1.9 No Payments of Individual Obligations. The Partners shall use the Partnership’s credit and assets solely for the benefit of the Partnership. No asset of the Partnership shall be transferred or encumbered for or in payment of any individual obligation of a Partner, except as provided herein (including, without limitation, as provided in Sections 1.9 and 2.9).

Section 1.10 Title to Property; Certain Rights of General Partner.

(b) (i) Any rights arising under any lease of the Hospital to the Partnership to acquire the Hospital by purchase, whether by the exercise of an option or a right of first refusal, shall be personal to the General Partner, even if not so denominated in such lease. Any such right shall be exercisable by the General Partner in its sole discretion and solely for its own account, and by executing this Agreement, each Partner consents to the exercise by the General Partner of the rights granted to it in this Section. No other Partner shall have any claim to exercise such right, or after its exercise, to participate in the profits or operations of the Hospital, except as set forth in Section 1.9(b)(ii) below. The Partnership and each other Partner will execute such assignments of any rights that it or he purportedly may have to effect a purchase of the Hospital as the General Partner may reasonably request to give effect to the provisions of this Section.

(ii) Should the General Partner elect to consummate a purchase of the Hospital which would cause it to own the Hospital prior to the expiration of the then current term of a lease of the Hospital to the Partnership, it shall either (aa) do so through an Affiliate which shall continue to lease the Hospital to the Partnership until the termination of such lease term without increase in rent and otherwise on substantially the same terms and conditions as those of the then current lease, provided, however, if the General Partners shall purchase the hospital after its partial or complete destruction and repair or rebuild the hospital, the rental for the hospital shall be its fair market value rental as determined by an appraiser acceptable to both the General Partner and a majority in interest of the Partners other than the General Partner, or if they cannot agree upon such an appraiser by a panel of three appraisers, one of whom shall be chosen by the General Partner, one of whom shall be chosen by the vote of the majority of the other Partners, and the third of whom shall be chosen by the other two appraisers so chosen, or, (bb) with the consent of the holders of a majority in interest of the Partnership Interests not held by the General Partner or its

Affiliates, enter into such other arrangements regarding the participation of the Partners in the profits and losses of the operation of the Hospital as can be reasonably expected to make available to the Partners the economic benefits and subject the Partners to the economic detriments that they would have received or been subject to had the lease remained in effect until the termination of the current lease term. Any or all of the rights of the General Partner under this Section 1.9(b) may be assigned to any Person or Entity, provided that such Person or Entity shall also assume the obligations of the General Partner under this Section 1.9(b)(ii).

(iii) Nothing contained in Section l.9(b)(ii) above shall, or shall be construed to, impose any obligation upon the General Partner, any of its Affiliates, or any of their respective successors or assigns to the Partnership or any Partner in respect of any acquisition of the Hospital that is entered into or agreed to prior to a termination of a lease of the Hospital, but closed at or after such termination.

Section 1.11 Limitation on Liability of Partners. Except as otherwise required under the Act or applicable law and except with respect to obligations arising under Sections 2.1, 2.2, 2.3, 2.4, 2.6, or 3.4 hereof or any obligations to the Partnership expressly incurred in writing, no Partner or director, officer, shareholder, partner or employee of any Partner shall have personal liability for the payment of any sums owing by such Partner to the Partnership or any other Partner under the terms of this Agreement, or for the performance of any other covenant or agreement of such Partner contained herein; rather, the Partnership and each other Partner shall look solely to the Partnership Interest of such Partner, or to such other specific remedies as may be provided for herein, for satisfaction each and every such payment and obligation.

Section 1.12 Conflicts of Interest and Transactions with Affiliates.

(a) Except as otherwise provided in Section 6.8 below, any Partner and any Affiliate of any Partner may conduct any business or activity whatsoever without any accountability to the Partnership or any Partner even if such business or activity competes with the business of the Partnership. This Agreement shall not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds thereof.

(b) The Partnership may enter into any arrangement, contract, agreement, or enter into any other business venture with any of the other Partners or any of their Affiliates that is permitted under the Act, including without limitation, the borrowing of money, provided that the terms of such transaction are determined in good faith by the General Partner to be fair to the Partnership. Each Partner understands and acknowledges that the conduct of the business of the Partnership will involve business dealings and borrowings with such other businesses or undertakings of the Partners and their Affiliates.

(c) The Partnership is expressly authorized to enter into a management contract with an Affiliate of the General Partner substantially in the form of Exhibit A hereto (the “Management Contract”) and it is expressly understood and agreed that the Partnership will borrow funds from the General Partner and its Affiliates through credit facilities maintained by them or otherwise.

Section 1.13 Statutory Compliance.

(a) The Partnership shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware.

(b) On June 26, 1991 the General Partner executed and filed with the Secretary of State of the State of Delaware the Partnership’s Certificate of Limited Partnership and an application for registration as a foreign limited partnership with the Secretary of State of the State of Texas. The General Partner shall execute and file in the appropriate records any other documents, certificates or instruments required, necessary, or appropriate in connection with the formation of, and conduct of business by, the Partnership.

ARTICLE 2

CAPITAL

Section 2.1 Initial Capital Contributions and Loans.

(a) The General Partner has contributed $20 to the capital of the Partnership in respect of a 20% General Partnership Interest, $63 to the capital of the Partnership in respect of an 63% Limited Partnership Interest, and the S Corp. has contributed $17 to the capital of the Partnership in respect of a 17% Limited Partnership Interest. These Capital Contributions shall initially be supplemented by Capital Contributions as, and to the extent, set forth below in this Section 2.1(a) (together with the amounts already contributed to the Partnership these “Supplemental Capital Contributions” are hereinafter sometimes referred to as the “Initial Capital Contributions”). Such Supplemental Capital Contributions shall be made as follows: the S Corp. shall contribute $136,000 to the capital of the Partnership in respect of its Limited Partnership Interest, and the General Partner shall contribute $664,000 to the Partnership. The General Partner’s Supplemental Capital Contribution shall be apportioned as between Limited and General Partnership Interests in the amounts of $504,000 and $160,000, respectively.

All Supplemental Capital Contributions shall be made on or before July 8, 1991 or at such later time or times as the General Partner may require.

(b) As a condition of becoming a Limited Partner, the S Corp. shall loan to the Partnership an amount equal to the product of $13,000 times 17 (the Percentage Interest (as defined below) acquired by the S Corp. in the Partnership on the date hereof). This loan shall bear interest at 12%-per annum. This loan shall be payable over a term of five years in sixteen equal quarterly installments, commencing on the first business day of the fifth fiscal quarter after the execution of this Agreement by the S Corp. This loan may be prepaid in whole or in part at any time, without penalty or premium, and shall be an unsecured general obligation of the Partnership subordinate in right of payment and with respect to the application of remedies to all loans made to the Partnership by the principal lender to the Partnership and/or obligations in respect of sums advanced in the name of or on behalf of the Partnership from or through any credit facility maintained by the corporate parent of the General Partner, but, subject to Sections 2.9 and 2.10 below, pari passu with all other Partner Loans (as defined below). (This initial loan is hereinafter referred to as the “Initial S Corp. Loan”).

(c) All Initial Capital Contributions shall be made in cash, except that the General Partner may contribute, in lieu of cash, property or services of the types reflected on the preliminary pre-opening budget for the Partnership, that is attached hereto as Exhibit B, which it has provided to the Partnership (or obtained for the Partnership from Affiliates or third parties) in connection with the preparation for the opening and operations of the Hospital and the Partnership, including without limitation, services performed in connection with the obtaining of licenses, permits, or authorizations related to the business of the Partnership, the recruitment of medical staff and administrative personnel, and the development of accounting and other record keeping functions for the Hospital and the Partnership. For the purposes of determining the General Partner’s Initial Capital Contribution and Percentage Interest such property or services contributed by it to the Partnership shall be valued at their fair market value as determined in the reasonable discretion of the General Partner, or, in the case of services rendered by persons that are not Affiliates of the General Partner, at their invoiced value.

Section 2.2 Mandatory Additional Capital Contributions and Loans. The General Partner shall have the right to require each Partner to make Additional Capital Contributions or loans to the Partnership at any time or from time to time as provided in this Section 2.2; provided, however, that the aggregate of the (x) Mandatory Additional Capital Contributions (as defined below) made by the S Corp. to the Partnership and not returned to the S Corp., plus (y) the outstanding amount of the Initial S Corp. Loan, plus (z) the amount of outstanding Mandatory Partner Loans (as defined below) that the S Corp. may be required to contribute or make shall not exceed at any one time the product of $22,000 multiplied by the S Corp’s Percentage Interest as set forth in Section 3.1(b) l as such interest may be reduced by redemptions or purchases of the interest of the S Corp. pursuant to Sections 2.8.1(b) and/or 2.8.1(c) below (the “Maximum S Corp. Contribution.”)) It is understood that additional purchases of interests, if any, in the Partnership by the S Corp. may carry with them additional obligations to contribute to the capital of the Partnership.

(a) Mandatory Additional Capital Contributions. Upon the request of the General Partner in accordance with Section 2,2(c) below (a “Capital Call”), each Partner shall contribute to the capital of the Partnership an amount equal to the product of such Partner’s then Percentage Interest multiplied by the aggregate amount of the Capital Call (a “Mandatory Additional Capital Contribution”).

(b) Mandatory Loans by Partners. Upon the request of the General Partner in accordance with Section 2.2(c) below (a “Loan Call”), each Partner shall make a loan to the Partnership (a “Mandatory Partner Loan”) in an amount equal to such Partner’s then Percentage Interest multiplied by the aggregate amount of the Loan Call. Any such Mandatory Partner Loan shall be evidenced by the promissory note of the Partner making the loan in the same form as the Note evidencing the Initial S Corp. loan, except that each Mandatory Partner Loan shall bear interest at a rate equal to ,the rate then obtaining under the General Partner’s arrangements with the principal lender to the Partnership, with the rate changing each time such rate changes (the “Pre-Determined Rate”) and shall be amortized in quarterly level payments over not more than five (5) years unless otherwise agreed to by the Partner making the loan.

(c) Procedure for Calls for Mandatory Additional Capital Contributions and Mandatory Partner Loans. All calls for the making of Mandatory Additional Capital

Contributions or Mandatory Partner Loans (i) shall be in writing, (ii) shall be given to each Partner, (iii) shall state the aggregate amount of funds needed by the Partnership, the amount of each affected Partner’s additional contribution or loan, and (iv) shall be signed by the General Partner. Each Mandatory Additional Capital Contribution shall be due, and each Mandatory Partner Loan shall be made, within forty-five (45) days after the.date that notice of the call is given to the Partners.

Section 2.4 Optional Additional Capital Contributions and Loans. The General Partner may solicit and accept further Additional Capital Contributions; subject to Section 2.6 below, or loans from the Partners on any basis or terms that it determines to be appropriate. (Any additional contributions to the capital of the Partnership made by any Partner pursuant to such a request shall be hereinafter referred to as an “Optional Additional Capital Contribution,” and any loans made by any Partner pursuant to such a request shall hereinafter be referred to as “Optional Partner Loans.”) (Together, Initial Capital Contributions, Mandatory Additional Capital Contributions, and Optional Additional Capital Contributions are hereinafter referred to as “Capital Contributions,” and Mandatory and Optional Partner Loans are hereinafter referred to as “Partner Loans.”)

Section 2.5 Issuance of Additional Partnership Interests.

(a) Subject to the requirements of Section 2.6 below and, in the case of the S Corp. the limitations of Section 2.5(b), if applicable, the Partnership may issue additional Partnership Interests, rights, options, or warrants exercisable for or convertible into Partnership Interests, or any other equity “securities” of any type whatsoever. Any such Partnership Interests, rights, options, warrants, or securities may be issued for cash, property, services, or such other type, form, and amount of consideration as the General Partner may determine to be appropriate. The term “securities” as used herein and in Section 2.6 below shall not include debt securities or evidences of indebtedness issued in respect of borrowings by the Partnership from third party commercial lenders, the General Partner or its Affiliates.

(b) At any time at which the sum of Mandatory Additional Capital Contributions and outstanding Mandatory Partner Loans contributed and made by the S Corp. equals or exceeds the Maximum S Corp. Contribution, the Partnership shall not issue additional Partnership Interests to persons who are not then Partners if 75% or more of the S Corp.’s shareholders (excluding from the computation any shareholder who has failed to make any pro rata Capital Contribution to the S Corp. in order to allow the S Corp. to make a Mandatory Capital Contribution or Partner Loan to the Partnership) object to such issuance as provided in the next succeeding sentence, if such issuance would result in the Percentage Interest of the S Corp. in the Partnership being reduced by 10% or more (calculated, in the case of an issuance prior to the repayment of the Initial S Corp. Loan, on the basis of the S Corp.’s Initial Percentage Interest in the Partnership on the date hereof, and, thereafter, on the basis of the S Corp.’s Percentage Interest in the Partnership as of the most recent date on which the sum of the S

Corp.’s Capital Contributions and outstanding Partner Loans (excluding Optional Capital Contributions and Optional Partner Loans) was less than the Maximum S Corp. Contribution). If the Partnership wishes to issue any additional Partnership Interests at the time when the limitation on such issuance set forth in the preceding sentence applies, the General Partner shall give notice to the S Corp. of the desired issuance. On receipt of such notice, the S Corp. shall notify each of its shareholders and provide them with an opportunity to object to the issuance. If 75% or more of the S Corp.’s shareholders object to such issuance, the S Corp. shall make available to the General Partner such evidence as the General Partner shall reasonably require to evidence such objection and provide the General Partner with a reasonable opportunity to persuade such objecting shareholders to approve the proposed issuance of Partnership Interests. If the S Corp. has not notified the General Partner in writing that 75% or more of its shareholders have objected to an anticipated issuance within forty-five (45) days of its receipt of the General Partner’s notice of issuance, the S Corp.’s right to object shall be waived and the issuance may proceed.

Section 2.6 Preemptive Rights of Partners. Except as limited in Section 2.8.1, if the General Partner elects to solicit any Optional Additional Capital Contributions or causes the Partnership to issue and sell any additional “securities” pursuant to Section 2.5, the General Partner shall give notice of the aggregate amount of the Optional Additional Capital Contributions that is being solicited, or securities offered, as the case may be, to each Partner stating the aggregate amount of Optional Additional Capital Contributions or securities offered, as the case may be, and, in the case of offered securities, the type and terms of such securities. Each Partner shall have the right to contribute to the capital of the Partnership or to purchase the offered securities (on the same terms and conditions as each other Partner or Person), pro rata in accordance with his or its then Percentage Interest by giving written notice to the General Partner of his or its election to do so within ten (10) business days after receipt of the notice required by the preceding sentence. Any such Optional Additional Capital Contribution shall be due within forty-five (45) days after the date of the General Partner’s notice. In the case of a purchase of securities, all amounts payable in respect of such securities shall be due and payable at the closing for such purchase, which shall be held when and as determined by the General Partner.

Section 2.7 Capital Contributions and Loans Generally. Except as provided in Sections 2.1, 2.2, 2.8, and 3.4 hereof or to the extent that a Partner agrees to make an Additional Capital Contribution or to purchase securities from the Partnership, (a) no Partner shall be required to contribute any capital to the Partnership or to restore any deficit in its or his Capital Account; (b) no Partner may withdraw any part of its or his capital from the Partnership; (c) no Partner shall be required to make any loans to the Partnership; (d) loans by a Partner to the Partnership shall not be considered a contribution of capital (except upon the conversion of loans pursuant to Section 2.8(e)), shall not increase the Capital Account of the lending Partner, and shall not result in the adjustment of any Partner’s Percentage Interest in the Partnership and the repayment of such loans by the Partnership shall not result in any adjustment to or decrease the Capital Account of the Partner making the loans; (e) no interest shall be paid on any capital contributed to the Partnership by any Partner; and (f) under any circumstances requiring a return of all or any portion of a Capital Contribution, no Partner shall have the right to receive property other than cash. Any non-cash contribution to the capital of the Partnership shall be valued at its fair market value as determined in the reasonable judgment of the General Partner. Without limiting the General Partner’s discretion to make such valuation, the Partners agree that the

valuation given to any non-cash contribution (other than the non-cash portion, if any, of the General Partner’s Initial Capital Contribution, which shall be treated as provided in Section 2.2(b)) by an independent appraiser reasonably acceptable to the General Partner and a majority in interest of the Partners other than the General Partner and its Affiliates or, in the case of services or property obtained from Persons who are not Affiliates of the General Partner, the cost as invoiced of such services or property, shall be conclusively deemed a reasonable fair value and the use of such valuation by the General Partner a reasonable exercise of his discretion.

Section 2.8 Default in Making Contributions or Loans. If any Limited Partner (a “Defaulting Partner”) shall fail to timely make any Capital Contribution or Partner Loan provided for in Section 2.1, 2.2, 2.4, 2.5, 2.6, 2.8 or any other contribution such Limited Partner has agreed to make to the Partnership in full within ten (10) days after such additional contribution or loan is due or required to be made, then the General Partner may, in its sole discretion, exercise any or all of the following remedies, provided, however, that any failure by the S Corp. to make any Mandatory Additional Capital contribution or any Mandatory Partner Loan shall be governed by the remedies set forth in Section 2.8.1 (which shall be the exclusive remedy, as to the S Corp., of this Section 2.8 with respect to defaults in the making of Mandatory Additional Capital Contributions or Mandatory Partner Loans) below rather than those set forth in this Section 2.8:

(a) Institute a proceeding in its own behalf or on behalf of the Partnership to compel the Defaulting Partner to make its or his contribution or loan.

(b) Set-off against any distributions to the Defaulting Partner the amount of the contribution or loan due or to be made to the Partnership by the Defaulting Partner.

(i) If such borrowed amounts are not paid by the Defaulting Partner within ninety (90) days after receipt by the Partnership of such borrowed amounts from the third party lender, the non-Defaulting Partners may, at any time thereafter in their sole discretion, assume liability for or make payment in full to the lender of such borrowed amount, whereupon the capital accounts of the non-Defaulting Partners assuming such liability or making such payment shall be credited with the borrowed amount, and the non-Defaulting Partners’ Partnership Interest shall be increased and the Defaulting Partner’s Partnership Interest shall be decreased in accordance with Section 3.1(c).

such borrowing, including interest on the funds borrowed and attorneys’ fees. If the amounts loaned by the non-Defaulting Partners are not paid by the Defaulting Partner within ninety (90) days after receipt of such loaned amounts by the Partnership, each non-Defaulting Partner may, at any time thereafter and in his or its sole discretion, convert such loan and expenses to a Capital Contribution by such non-Defaulting Partner, whereupon the Defaulting Partner shall have no further obligation to the Partnership or the non-Defaulting Partners to pay such amounts, and the capital account of the non-Defaulting Partner shall be credited with such amounts, and the non-Defaulting Partner’s Partnership Interest shall be increased and the Defaulting Partner’s Partnership Interest shall be decreased in accordance with Section 3.1(c).

(e) Purchase the Partnership Interest of the Defaulting Partner in the Partnership for a purchase price equal to the product of such Defaulting Partner’s Percentage Interest multiplied by the net book value of the Partnership’s tangible assets except in the case of a default by the S Corporation (in which case Section 2.8(h) below shall control the determination of the purchase price) and thereby terminate the Defaulting Partner’s interest in the Partnership while continuing the business of the Partnership. The closing of any purchase hereunder shall occur thirty (30) days after the non-Defaulting Partner has notified the Defaulting Partner of its election to purchase the Defaulting Partner’s Partnership Interest or at such other time as the Partners may agree.

(f) Dissolve and liquidate the Partnership as provided in this Agreement in such event.

Section 2.8.1 Special Provisions for Certain S Corp. Defaults. If the S Corp. fails to timely make any portion of any Mandatory Additional Capital Contribution or Partner Loan in full within thirty (30) days after such contribution or loan is due or required to be made, then the General Partner may, in its sole discretion, and on its own behalf or in the name of and on behalf of the Partnership exercise any or all of the following remedies, singly or in conjunction with each other:

(a) Set off against any distributions which would otherwise be made to the S Corp. a percentage of such distributions equal in the aggregate to the percentage (the “Defaulted S Corp. Portion”) of the Mandatory Additional Capital Contribution or Mandatory Partner Loan, as the case may be, required to be made by the S. Corp. but that was not timely made to the Partnership by the S Corp.;

(b) Purchase at a closing to be held within 20 days after notice from the General Partner (or cause the Partnership to redeem) a percentage of the interest of the S Corp.’s Partnership interest equal in the aggregate to the Defaulted S Corp. Portion for a purchase price that is equal to the book value of the Partnership’s tangible assets multiplied by the Percentage Interest purchased or redeemed;

(c) Purchase (or cause the Partnership to redeem) upon ten (10) days’ notice the remainder of the S Corp.’s interest in the Partnership for a purchase price that is equal to the fair market value of such interest determined in accordance with Section 2.8.1.(g) below, provided, however, that the General Partner shall have no right to effect a purchase under this Section 2.8.1(c) if the S Corp. has ten or more shareholders at the time the purchase is effected;

(d) Convert a percentage (equal in the aggregate to the Defaulted S Corp. Portion) of the outstanding principal balance and any outstanding accrued interest thereon of any Mandatory Partner Loans from the S Corp to the Partnership to equity and apply the amount converted to the amount required to be contributed or offset against payments of principal and interest otherwise payable to the S Corp. by the Partnership in respect of Mandatory Partner Loans a percentage of such payments equal to the Defaulted S Corp. Portion;

(e) Make or obtain from other Partners or third parties additional capital contributions to the Partnership, in which case, the preemptive rights of the S Corp. provided for in Section 2.6 shall not apply as to the amount of such contributions that is equal to the amount of the Mandatory Additional Contribution or Mandatory Partner Loan that was not made;

(f) Borrow the additional amounts due the Partnership from the S Corp. from Partners other than the S Corp., or third parties pursuant to Section 2.9 and convert at any time all or any portion of such borrowings and the accrued interest thereon to equity in the same manner as in Section 2.8.1(d);

(g) The purchase price for a purchase of the S Corp.’s Partnership Interest other than the percentage as to which the default has occurred pursuant to Section 2.8.1(c) shall be determined by an appraisal by a qualified appraiser appointed by the General Partner. The General Partner shall cause such appraiser to be appointed and such appraisal to be completed within 60 days after the giving of the notice referred to in Section 2.8.1(c). Upon the completion of the appraisal, the General Partner shall deliver a copy to the S Corp., and the S Corp. shall have 30 days within which to object to it. If the S Corp. so objects and the S Corp. and the General Partner are unable to resolve their differences within 20 days, a second appraisal will be conducted by a panel of three appraisers, one of whom shall be appointed by the General Partner, one of whom shall be appointed by the S Corp., and one of whom shall be appointed by the other two appraisers. Such appraisal shall be final and binding upon the parties. If such appraisal results in an increase in the purchase price to be paid to the S Corp. pursuant to this Section 2.8.1(g) of 10% or more, the cost of such appraisal shall be borne by the Partnership. Otherwise, the cost of this second appraisal shall be born equally by the S Corp. and the Partnership. The closing for any purchase of the S Corp.’s interest under this Section 2.8.1(g)

shall be held within 30 days after the completion of the second appraisal, if one is performed, or the expiration of the 30-day period within which the S Corp. may object to the initial appraisal, as the case may be;

(h) As consideration for the Partnership and the General Partner agreeing to the special remedies in the event of a default by the S Corp. in the making of a Mandatory Additional Capital Contribution or Mandatory Partner Loan, the S Corp. covenants and agrees that it will not repurchase or redeem any shares held by any shareholder who fails to make any capital contribution to the S Corp. which may be required in order to cause the S Corp. to meet its obligations to make Mandatory Additional Contributions or Mandatory Partner Loans without the consent in writing of the General Partner provided, however that;

(i) Nothing in this Section 2.8.1(b) shall prohibit the S Corp. from diluting the interest of any shareholder in the S Corp. who fails to make his or her pro rata contribution to the S Corp. in respect of a capital call by it in order to make a Mandatory Partner Loan or Mandatory Additional Capital Contribution to the Partnership, in order to reduce the percentage ownership in the S Corp. of an S Corp. shareholder who fails to meet a capital call made by the S Corp. in order to make a Mandatory Partner Loan or Mandatory Additional Capital Contribution to the Partnership so that such shareholder’s interest is in proportion to his or her aggregate capital contributions to the S Corp.

(j) Nothing in this Section 2.8.1 (and particularly, nothing in Sections 2.8.1(e) or (f) shall limit in any respect the right of the General Partner to borrow money, issue securities, or make Capital Contributions to the Partnership as provided elsewhere in this Agreement. Rather, Sections 2.8.1(e) and 2.8.1(f) are intended merely to explain the way in which the provisions for the making of additional Capital Contributions to the Partnership, the issuing of additional securities in the Partnership, and the borrowing of money by the Partnership may be applied in connection with a default by the S Corp. in making a Mandatory Additional Capital Contribution or Mandatory Partner Loan.

Section 2.9 Third Party Loans. Without limiting the grant of power to the General Partner that is made in Section 6.1, the parties hereto agree that the General Partner shall have specifically the right and all power and authority, at its sole discretion, to arrange for loans to the Partnership from third parties for working capital and such other purposes as the General Partner may determine to be necessary or reasonably incidental to the business of the Partnership. Such third party loans may be provided directly by lenders to the Partnership or indirectly through either the General Partner or Affiliates of the General Partner (including, without limitation, by or through Continental Medical Systems, Inc. (“CMS”), through credit facilities maintained by it from time to time), and may be secured by such mortgages, pledges, assignments or other encumbrances of the Partnership’s assets or by contracts of guaranty or suretyship as may be required by the lenders thereof, including, in the case of any loan made through a credit facility maintained by CMS, guaranties of the obligations of CMS to its lender. At the request of the General Partner each Partner agrees that he will pledge, its or his interest in the Partnership as security for the repayment of any loans made to the Partnership for purposes reasonably related to the Partnership’s activities in the health care business in and around Plano, Texas on such terms and conditions as may be required by the principal lender to the Partnership, or in the case of a loan made to the Partnership through CMS, the principal lender to CMS, and

to subordinate payments and remedies with respect to such loans as may be required by such lenders, and in connection therewith to execute such pledge agreements, registrations of pledges, financing and continuation statements and such other documents requested by the General Partner as may be required to evidence and record any such pledge. Shareholders of the S Corp. shall not be required to pledge their shares in the S. Corp. under this Section 2.9.

Section 2.10 Prepayment and Priority of Loans.

At its sole discretion, the General Partner may cause the Partnership to prepay any loan to the Partnership without at the same time prepaying any other loan unless required to do so by the terms of such loan. To the extent required by either the principal lender to the corporate parent of the General Partner or the principal lender to the Partnership, Partner Loans shall be subordinate as to payment and the exercise of remedies to all loans (including Partner Loans made by the General Partner) made by or through such principal lender in the name of or on behalf of the Partnership.

ARTICLE 3

CAPITAL ACCOUNTS

Section 3.1 Percentage Interests.

(b) On the date hereof, the Percentage Interests of the Partners are as follows:

(i) RHP, on account of its General Partnership Interest, twenty percent (20%);

(ii) RHP, on account of its Limited Partnership Interest, sixty-three percent (63%); and

(iii) S Corp., on account of its Limited Partnership Interest, Seventeen percent (17%).

(c) If (in accordance with this Agreement) a non-Defaulting Partner elects to convert to Capital Contributions any loans that fund a Defaulting Partner’s Additional Capital Contribution or Additional Partner Loan amount, the Percentage Interests of the Partners shall be changed so as to be in proportion to the aggregate Capital Contributions made by each Partner.

Section 3.2 Establishment and Maintenance of Capital Accounts.

(a) General Rule. A capital account (“Capital Account”) shall be established for each Partner in the amount of such Partner’s Initial Capital Contribution. Each Partner’s capital account shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §l.704-1(b)(2)(iv). Pursuant to those rules, a Partner’s capital account shall be increased by:

(i) the amount of any additional capital contributed by such Partner to the Partnership;

(iii) allocations of Partnership income and gain (or items thereof), including income and gain exempt from tax;

and shall be decreased by:

(iv) the amount of money distributed to such Partner by the Partnership (except as payments of principal and interest on any loans);

(v) except as provided in Section 10.5(b), the fair market value of property (other than money) distributed to such Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which it takes the property);

(vi) such Partner’s allocable share of expenditures of the Partnership not deductible in computing its taxable income and not properly capitalized for Federal income tax purposes; and

(vii) allocations of Partnership loss and deduction (or items thereof), but excluding items described in (vi) above.

Section 3.4 Restoration of Deficit Capital Account Balances. Each Partner shall be required to restore any deficit in his or its Capital Account within thirty (30) days after receiving notice thereof from the General Partner. This provision of this Agreement shall not give any Person not a party to this Agreement the right to bring any action or claim against the General Partner or any other Partner to require that any deficit in any Capital Account be restored.

ARTICLE 4

DISTRIBUTIONS

Section 4.1 Cash Flow Distributions.

Section 4.2 In-Kind Distributions. If, at the discretion of the General Partner, any assets of the Partnership are distributed to the Partners in kind, such assets shall be valued on

the basis of the fair market value thereof as determined by the General Partner in its reasonable discretion on the date of distribution. Without limiting the General Partner’s discretion to make such a valuation, the Partners agree that the valuation of any asset by the General Partner on the basis of the determination of its fair market value by an independent appraiser reasonably acceptable to the General Partner and a majority in interest of the Partners other than the General Partner and its Affiliates shall be deemed to be a reasonable value for such asset and a reasonable exercise of such discretion.

ARTICLE 5

TAX ALLOCATIONS

Section 5.1 Net Profits and Losses. “Net Profits” or “Net Losses” for any Fiscal Year or other period shall be an amount equal to the sum of (a) the Partnership’s taxable income or loss for such year or period as computed for federal income tax purposes (excluding from the computation thereof any item specially allocated pursuant to Section 5.2(c) or (d)) and subject to Treas. Reg. §1.704-1(b)(2)(iv)(g), and (b) any income of the Partnership for such year or period exempt from federal income taxation and any gain on in-kind distributions to be taken into account under Treas. Reg. §1.704-1(b)(2)(iv)(e)(1), reduced by (c) any Expenditures of the Partnership for such year or period not deductible in computing taxable income and not properly chargeable to capital account and any losses on in-kind distributions to be taken into account under Treas. Reg. §1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss, except that the computation of Net Profits or Net Losses shall not take into account any items allocated to Partners pursuant to Sections 5.2(c) and (d) hereof.

Section 5.2 General Rules of Allocation. All items of income, gain, loss and deduction, whether or not includible or deductible for federal income tax purposes, shall be allocated among the Partners and credited to or debited against their respective Capital Accounts as set forth in this Section 5.2. The purpose of this Section is to specify the manner in which such items are credited or debited among the Capital Accounts of the Partners, which in turn will affect (i) distributions upon liquidation pursuant to Sections 3.3, 10.5, 10.6 or 10.7 and (ii) the Partners’ distributive shares of such items for federal income tax purposes. The Partners’ respective entitlement to nonliquidating cash distributions are governed by Article 4, and not by this Section. In computing Capital Account balances for purposes of subsections (a) and (b) of this Section, such balances shall be reduced by all distributions of Cash Flow with respect to such Fiscal Year under Section 4.1(a), even if such distributions were made after the close of the Fiscal Year, and increased by an amount equal to the portion of each Partner’s share of the net decrease in Partnership minimum gain or minimum gain attributable to partner nonrecourse debt (as defined in Section 5.2(c)(1)) allocable to the disposition of Partnership property subject to one or more nonrecourse liabilities of the Partnership or partner nonrecourse debt, as the case may be, that would occur if all such properties were disposed of for an amount equal to the principal amount of such liability or debt as of the close of the Fiscal Year.

(a) Net Profits. Net Profits of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:

(1) First, to all Partners with Capital Account deficits, in proportion to such deficits until such deficits are eliminated;

(3) Third, the remainder, if any, to the Partners in accordance with their Percentage Interests.

(b) Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:

(2) Second, to all Partners with positive Capital Account balances in proportion to such positive balances until such positive balances are eliminated; and

(3) Third, the remainder, if any, to the Partners in accordance with their respective Percentage Interests.

(1) Minimum Gain and Hypothetical Capital Accounts. For purposes of complying with Treasury Regulations relating to tax allocation, the Partnership’s “minimum gain” and “minimum gain attributable to partner nonrecourse debt” and the Partners’ hypothetically adjusted Capital Accounts (“Hypothetical Capital Accounts”) must be determined from time to time. The amount of minimum gain or minimum gain attributable to partner nonrecourse debt is determined in accordance with Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(c) or 1.704-1T(b)(4)(iv)(h)(6), as the case may be, by computing, with respect to each nonrecourse liability or partner nonrecourse debt, as the case may be, of the Partnership, the amount of gain (of whatever character), if any, that would be realized by the Partnership if it disposed of (in a taxable transaction) the Partnership property subject to such liability in full satisfaction thereof, by then aggregating the amounts so computed. A Partner’s Hypothetical Capital Account shall equal his or its true Capital Account, increased by any amount that such Partner is treated as being obligated to restore under Treas. Reg. §1.704-1(b)(2)(ii)(c) (including the Partner’s share of minimum gain, computed as provided in Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(f), and of minimum gain attributable to partner nonrecourse debt, computed as provided in Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(h)(5)), and decreased by the items described in Treas. Reg. §1.704-l(b)(2)(ii)(d), clauses (4), (5.) and (6).

(3) Minimum Gain Chargeback. If there is a net decrease in the Partnership’s minimum gain or minimum gain attributable to partner nonrecourse debt during a Partnership taxable year, any Partner with a share of such minimum gain at the beginning of such year shall be allocated, before any other allocation is made of Partnership items for such taxable year, income items for such year (and, if necessary, subsequent years) in proportion to, and to the extent of, an amount equal to the greater of (A) the portion of such Partner’s share of the net decrease in such minimum gain that is allocable to the disposition of Partnership property or (B) the deficit balance in such Partner’s Hypothetical Capital Account as of the end of such year (but before any allocations of Net Profits or Net Losses for such year) in accordance with Temp. Treas. Reg. §§1.704-1T(b)(4)(iv)(e) and 1.704-1T(b)(4)(iv)(h)(4) (the “Minimum Gain Chargeback”). The Minimum Gain Chargeback allocated in any taxable year shall consist first of gains recognized from the disposition of items of Partnership property subject to one or more nonrecourse liabilities of the Partnership or partner nonrecourse debt to the extent of the decrease in minimum gain attributable to the disposition of such items of property, with the remainder of the Minimum Gain Chargeback, if any, made up of a pro rata portion of the Partnership’s other income items for that year.

(d) Nonrecourse Deductions and Partner Nonrecourse Deductions. Nonrecourse deductions (as defined in Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(a)(1)) shall be allocated in accordance with the Percentage Interests of the Partners, and partner nonrecourse deductions (as defined in Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(h)(2)) shall be allocated, pursuant to Temp. Treas. Reg. §1.704-1T(b)(4)(iv)(h)(2), to the Partner who bears the economic risk of loss for the debt to which such partner nonrecourse deductions are attributable.

Section 5.4 Individual Tax Items. Except as otherwise provided herein, every income item and loss item for a Fiscal Year shall be allocated among the Partners in the same proportion.

ARTICLE 6

CONTROL AND MANAGEMENT

(a) Protect and preserve the Partnership’s title and interest in the assets of the Partnership;

equipment leases, contracts of employment, and any assignments, assumptions, extensions or modifications of any of the foregoing and to sell, transfer, exchange, or otherwise dispose of any or all of the assets of the Partnership;

(g) Settle claims, confess judgment against the Partnership or submit any claim to arbitration or reference, prosecute, defend and settle lawsuits, and handle all matters with governmental agencies;

(h) Collect all income due the Partnership;

(i) Purchase or lease all equipment, tools, appliances, materials and supplies for the operation of the Partnership’s business;

(j) Contract for water, gas, electricity, and other services and commodities for the operation and maintenance of the Partnership’s business;

(k) Prepare (or cause to be prepared) and file all Partnership income tax returns, state, federal and local returns and other documents required under the Federal Insurance Contributions Act and the Federal Unemployment Tax Act, or any similar Federal or state legislation or otherwise, and all withholding tax returns required for employees of the Partnership, and act as the tax matters partner for the Partnership for Federal income tax purposes, having the power to make any and all elections for the Partnership for tax purposes, and to represent the Partnership in connection with all examinations of Partnership affairs by tax authorities, including, without limitation, resulting administrative and judicial proceedings;

(m) Obtain and maintain in the Partnership’s name insurance of such types and in such amounts as it determines is necessary and appropriate to reasonably protect the Partnership; and

(n) Perform all other business functions related to the business and affairs of the Partnership.

Section 6.2 Fees and Expenses of General Partner. In addition to such distributions as it is entitled to receive in respect of its Capital Contributions or payments in respect of Partner Loans, if any, which it may make to the Partnership, the General Partner shall be entitled to current reimbursement for all costs and expenses to third parties, including Affiliates of the General Partner, that it incurs in its own name, or in the name of or on behalf of the Partnership, in carrying out the business and affairs of the Partnership in accordance with the standard of care set forth in Section 6.3(a) below.

Section 6.3 Standard of Care; Indemnification.

(a) The General Partner and, to the extent that it conducts the business of the Partnership, each corporate Affiliate of the General Partner, shall perform its duties under this Agreement in accordance with prudent business practices taking into account risks inherent in the Partnership’s business. Neither the General Partner nor any such corporate Affiliate shall have any liability whatsoever to the Partnership or to any other Partner in respect of any action or inaction or caused by any act or by the failure to act by any of them unless such action or lack of action was the product of the General Partner’s or such corporate Affiliate’s, as the case may be, failure to conduct the business of the Partnership in conformity with the standard set forth in the preceding sentence. In addition, no Affiliate (other than an Affiliate covered by the preceding sentence) of the General Partner, and no officer, director, employee or agent thereof shall have any liability whatsoever to the Partnership or to any other Partner in respect of any action or inaction relating to the conduct or business of the Partnership or any other matter or caused by any act or by the failure to act, unless such action or lack of action was also the product of such person’s wilful misconduct or gross negligence with respect to the Partnership or its business.

(b) The Partnership shall indemnify and hold harmless the General Partner (and each Affiliate and officer, director, employee, agent of the General Partner and its Affiliates) for any claim, loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of any act or failure to act by the General Partner (or any officer, director, employee, agent or Affiliate of the General Partner), as long as such act or failure to act was not caused by the indemnified party’s willful misconduct or gross negligence; provided, however, that the General Partner and its corporate Affiliates shall not be entitled to indemnification in derivative actions brought against them by a Partner if it is finally determined by the unappealed judgment of a court of competent jurisdiction that the standard of care applicable to the indemnitee under Section 6.3(a) was violated.

Section 6.4 No Right of Limited Partners in Management. No Limited Partner shall take part in the management of the business of, or transact any business for, the Partner-ship.

Section 6.5 No Authority of Limited Partners to Act. No Limited Partner shall have the power to sign for or to bind the Partnership.

(a) authorize the Partnership to increase the amounts payable to Affiliates of the General Partner under the Management Contract, except as provided in the Management Contract;

(b) transfer its interest in the Partnership, except as provided in Article Eight below; or

Section 6.8 Right to Participate.

(a) No Partner shall, either directly or indirectly through any of its respective Affiliates, own any interest in or be affiliated in any way, with any free-standing in-patient

physical rehabilitation facility located or to be located within a five (5) mile radius of the Hospital without first offering to the other Partners an opportunity to own an interest therein equal to their then current Percentage Interests in the Partnership as provided in Section 6.8(b) below.

(b) In the event any Partner or Affiliate wishes to own an interest in, or be affiliated with, an in-patient free-standing rehabilitation facility within a five (5) mile radius of the Hospital, such party shall first give the other party written notice (the “Notice of Participation”) of the proposed venture, including a description thereof in reasonable detail so as to permit such other party to consider the desirability of its participation in the venture. Any such Notice of Participation shall be delivered to the receiving party pursuant to Section 12.1, and shall include a description of the project, proposed location, types of proposed services, number of beds, projected costs, timing of the project, names of other proposed participants and copies of any market, feasibility or other reports or studies related to the project. The party giving the Notice of Participation shall respond to any reasonable request by such other party or parties for additional or other follow-up information relating to the Notice of Participation. If within one hundred twenty (120) days after its receipt of a Notice of Participation, the party or parties receiving the Notice of Participation shall not have provided notice in writing of its or their decision to participate in the proposed venture, the party giving the Notice of Participation shall be free to pursue the venture on the terms described in such Notice of Participation. The venture so described must be initiated within one (1) year following the date of the Notice of Participation. If, within the one hundred and twenty (120) day period, the party or parties receiving the Notice of Participation respond to the other party in writing of its or their election to participate on the terms described in the Notice of Participation, the Partners shall negotiate in good faith and jointly undertake the proposed venture on the basis of their then respective ownership interests in the Partnership. In the event the parties cannot agree otherwise, despite good faith efforts, the proposed venture will be based on the respective ownership interests in the Partnership.

(c) For the purposes of this Section 6.8 only, the term “Affiliates” as used in this Agreement shall not include individual shareholders, partners, or other Persons whose interest in a Partner is solely an equity interest, but shall include each executive officer, director, and general partner of each such Partner and any Person or group of Persons who beneficially hold, directly or indirectly, 50% or more of the equity interests in such Partner.

(d) The restrictions on investment, affiliation and participation contained in this Section 6.8 shall not apply to the investment, ownership, management, or other participation or affiliation with or in any rehabilitation hospital or other facility which may be acquired, directly or indirectly, by CMS as a result of any merger or consolidation of CMS with or into any other corporation, partnership, or business entity or the merger or consolidation of any other such corporation, partnership, or business entity with or into CMS or as a result of any change in control of CMS.

Section 6.9 Meetings of the Partners.

(a) Each Partner has the right to vote on each matter submitted to it for its consent or approval. Each Partner shall be entitled to one vote (or fraction thereof) for each

percent (or fraction thereof) of its or his Percent-age Interest in the Partnership. Action of the Partners may be taken at a meeting of the Partners or by the written con-sent of the Partners if a copy of the consent form is furnished to all Partners prior to the taking of such action.

(c) Meetings of the Partners may be called by the General Partner or any other Partner. Meetings may be held in Person or by telephone conference call. Unless waived by the Partners, at least twenty (20) days’ prior written notice of the time, date and place of the meeting shall be given to each Partner by the Partner(s) calling the meeting. Such notice shall specify the business to be conducted at the meeting. Any Partner attending, or participating in, a meeting in person or by proxy shall be deemed to have waived notice.

(e) The failure of a Partner to respond, within the response period set forth in the request in question (which response period shall be not less than ten days nor more than thirty days from the date on which the Partner in question is deemed to have received such request pursuant to Section 6.9(c), either in the affirmative or the negative to any request it receives from the General Partner relating to a proposed act in respect of which such Partner is entitled to vote pursuant to this Agreement), shall conclusively be deemed for all purposes to be a vote by such Partner in favor of the act proposed by a General Partner.

Section 6.10 Withdrawal. No Limited Partner may withdraw from the Partnership except as provided in Section 8.8 below.

ARTICLE 7

ACCOUNTING AND RECORDS

required by the Code from time to time. The General Partner shall also cause an annual report of the operation of the Partnership to be distributed to the Partners within one hundred and twenty (120) days after the end of each Fiscal Year. Any financial statements of the Partnership prepared by the General Partner will be prepared in accordance with generally accepted accounting principles, but need not be audited.

Section 7.3 Tax Returns. The General Partner shall prepare all income and other tax returns of the Partnership and cause the same to be filed in a timely manner. Notwithstanding any other provision of this Agreement, the General Partner may prepare the income and other tax returns of the Partnership in such a manner as will, in the good faith judgment of the General Partner, most likely comply with the Code, even if such returns are inconsistent with the provisions of this Agreement. In any such case, the General Partner will notify the other Partners of the inconsistency.

ARTICLE 8

TRANSFERS OF INTERESTS; WITHDRAWAL

Section 8.1 General Transfer Provisions and Restrictions.

(a) No Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of or take any action prohibited by Section 8.1(b) below (any such event, a “Transfer,” and the taking of any such action, to “Transfer”) all or any portion of, or right in or to, its Partnership Interest, without the consent of the General Partner.

(b) Any issuance, sale, disposition, pledge, hypothecation, or other encumbrance of capital stock, partnership interests, options, warrants, rights or other equity securities or rights to obtain such securities by any Partner that is a corporation, partnership, association or other Entity or by any shareholder or other owner of any Partner shall constitute a Transfer under this Article Eight and may not be made without the consent of the General Partner. Each Partner shall, and shall cause each owner of any interest in such Partner, to execute such agreements as may be required by the General Partner to effectuate this restriction on Transfers. Under no circumstances shall any transfer of the capital stock of CMS be deemed to constitute or effect a Transfer or to create any rights in any Partner under this Agreement.

(c) Notwithstanding Sections 8.1(a) and 8.1(b), the General Partner agrees that it shall at all times maintain a 5% General Partnership Interest in the Partnership and cause CMS to at all times hold at least 51% of the voting stock of the General Partner, except (i) upon the occurrence of an Event of Bankruptcy of the General Partner, (ii) a Transfer in accordance with Section 8.5 (relating to a foreclosure of a pledge made pursuant to Section 2.9 or this Section), or (iii) as a result either of a Transfer of the General Partner’s General Partnership Interest which is consummated after offering the other Partners the “tag along” rights provided in Section 8.6 below or a Transfer of such Partnership Interests or of the capital stock of the General Partner in connection with which the other Partners are required to sell their

Partnership Interests pursuant to Section 8.7 below, provided, however, that the General Partner may pledge, encumber or hypothecate any or all of its Partnership Interest and CMS may pledge, encumber or hypothecate any or all of the capital stock of the General Partner to secure borrowings.

(d) Notwithstanding the foregoing Section 8.1(c), nothing in this Article Eight shall (i) prohibit or limit any Transfer by the General Partner of all, or any portion of, its Partnership Interest to an Affiliate of the General Partner whether by way of sale, assignment, consolidation, combination, merger, or otherwise or any Transfer of the capital stock of CMS; and (ii) no Transfer shall be deemed to have taken place under this Article Eight with respect to shares of stock of the S Corp. that are transferred to the S Corp. or to the S Corp.’s existing shareholders as a result of any existing shareholder’s death, divorce or default in making any required Capital Contribution or where an existing shareholder transfers his shares of stock to his spouse or children or to a trust established for their benefit if the shareholder retains all voting rights with respect to such stock.

(e) Subject only to the 5% limitation imposed by Section 8.1(c) and the Act, the General Partner shall have the right to convert all or any portion of its General Partnership Interest in the Partnership into a Limited Partnership Interest and to effect a Transfer of such Limited Partnership Interest.

(f) All Transfers shall be by instrument in form and substance satisfactory to the General Partner. Any Transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended. The transferor shall execute and acknowledge all such instruments, in form and substance satisfactory to the General Partner as may be necessary or desirable to effectuate such Transfer or purchase.

Section 8.2 Purchase Options.

Sale, notify the Selling Partner of the election to purchase, on the same terms and conditions as those contained in the Notice of Sale, the Selling Partner’s Partnership Interest specified in such Notice of Sale. If the General Partner does not elect to purchase the Partnership Interest of the Selling Partner either for its own account or the account of the Partnership but consents to the proposed sale pursuant to Section 8.1(a), the Selling Partner may thereafter for a period of sixty (60) days sell the offered Partnership Interest to the third party whose offer triggered the rights of first refusal granted in this Section for the same amount and type of consideration and otherwise upon the same terms as set forth in the Notice of Sale. If the offered Partnership Interest is not so sold within this sixty (60) day period, it may not thereafter be sold without again providing the Partnership and the General Partner with the same rights of first refusal as are contained in this Section 8.2(a)(i). Nothing in this Section 8.2(a)(i) shall create any obligation on the part of the General Partner to approve any proposed Transfer by a Partner or to purchase, or cause the proposed purchase of, any Partnership Interest offered for sale.

(ii) The right of first refusal provided for in Section 8.2(a)(i) shall also apply in the event of a Transfer pursuant to a foreclosure by, or assignment for the benefit of, a creditor of any Partner, but shall not apply to a foreclosure in respect of a pledge to a lender to the Partnership or, on its behalf, to CMS, of all or any portion of a Partnership Interest or of stock in a Partner as provided for in Sections 2.8, 8.1(c) and (d), and 8.5 or a Transfer of an interest in the S Corp. covered by Section 8.1(d)(ii).

(c) If it is determined by the unappealed judgment of a court of competent jurisdiction or if the General Partner, in its sole discretion, determines (and such determination is supported by an opinion of counsel to the effect that the General Partner’s determination is “reasonable” based on the then current state of applicable law) that the effect of any provision of, or amendment to, federal, state or local law applicable to the Partnership (including, without limitation, provisions of the Act, the Code, the federal Social Security Act, the rules and regulations of the federal Department of Health and Human Services or the Internal Revenue Service or any public health and safety provision of state or local law (collectively, the “Legal Provisions”)) is, or could be, such that the operation of the Partnership’s business could reasonably be expected to result in a violation of any Legal Provision as a result of the ownership of Partnership Interests by Persons in a position to refer patients to the Hospital, such term or provision shall be deemed to be superseded by such Legal Provision and within thirty (30) days of such determination, the General Partner may, at its election, (i) modify and amend the terms of this Agreement as it deems necessary or appropriate to make such terms consistent with any Legal Provision or with any other requirements of law, (ii) if permitted by applicable securities laws (and subject to the limitations on price and manner of purchase set forth in Sections 8.2(d)(i)

and (ii) below) arrange for purchases of the Partnership Interests by third parties, or, (iii) at its sole election, notify the Partners, and within thirty (30) days of such notice, the Partnership (or at its sole election, the General Partner or its designee) shall purchase, and each other Partner shall sell, its Partnership Interest for the purchase price set forth below.

(d) (i) The purchase or sale price of any Partnership Interest under Sections 8.2(a)(ii), 8.2(b), or 8.2(c) shall be an amount equal to the fair market value of the Partnership Interest being purchased as determined by an appraiser appointed by the General Partner and reasonably acceptable to a majority in interest of the Partners other than the General Partner and its Affiliates or, in the case of a Transfer pursuant to Section 8.2(c), if greater, the applicable Partner’s Capital Contribution to the Partnership less any distributions made to him or it prior to such Transfer. This appraisal shall take into account the purposes of the Partnership as set forth in Section 1.4 above in determining the value of any purchased Partnership Interest.

(ii) Payment for any Partnership Interest purchased pursuant to Sections 8.2(a)(ii) or 8.2(b) shall be made in cash at the closing for such purchase. Payment for any Partnership Interest purchased by the General Partner, the Partnership, or a third party pursuant to Section 8.2(c) may, at the election of the purchaser, be made either in cash at the closing or over a period of up to three (3) years in equal monthly installments of principal and accrued interest with the unpaid principal balance that is from time to time outstanding bearing interest at the Pre-Determined Rate.

(iii) In the event of a purchase of any Partnership Interest from the S Corp. pursuant to Sections 8.2(a)(ii), 8.2(b), or 8.2(c), the purchaser shall cause any Mandatory Partner Loans outstanding from the S Corp. to the Partnership to be repaid, subject to any restrictions on such payment contained in agreements to which the Partnership is a party as follows: in the case of a purchase pursuant to Section 8.2(a)(ii) or Section 8.2(b), in cash, at the closing; and in the case of purchase pursuant to Section 8.2(c) by a third party in cash at the closing, or, in the case of a purchase by the Partnership or the General Partner, either in cash or over a period of up to three (3) years in equal monthly installments of principal and accrued interest with the unpaid principal balance that is from time to time outstanding bearing interest at the Pre-Determined Rate on the same terms and over the same time as such purchase price is paid in accordance with Section 8.2(d)(ii). RHP shall cause CMS to guaranty any obligations of RHP arising under this Section 8.2(d)(iii).

(f) At the closing for the purchase of any Partnership Interest under this Section 8.2, the seller of such Partnership Interest shall represent and warrant to the purchaser of

such Partnership Interest that it is held by the seller free and clear of any lien, pledge, security interest or other encumbrance whatsoever (except for encumbrances under this Partnership Agreement or in respect of Partnership borrowings) and that the purchaser of such Partnership Interest is acquiring good title to the Partnership Interest, free and clear of all such liens, encumbrances and other objections or exceptions.

(h) With respect to any Partnership Interest purchased under this Section 8.2, the payment of the purchase price shall be deemed conclusively to be in complete liquidation and satisfaction of all the rights and interest of such Partner, or his estate or representative, as the case may be, and all Persons claiming by, through, or under such Partner or such Partner’s estate or representative in and in respect of the Partnership, including, without limitation, any Partnership Interest, and rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners.

Section 8.3 Waiver of Partition. No Partner shall, either directly or indirectly, take any action to require partition or appraisement of the Partnership or of any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provisions of applicable law to the contrary, each Partner (and its legal representative, successor or assign) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.

Section 8.5 Transfers upon Foreclosure of Pledged Interests. Notwithstanding the other provisions contained in this Article Eight, any Partnership Interest may be Transferred pursuant to a foreclosure by or assignment for the benefit of a creditor of a Partner or Affiliate of a Partner to whom such Partner or Affiliate has pledged its Partnership Interest to secure borrowings on behalf of the Partnership in accordance with Sections 2.9 or 8.1(c). Any such Transfer to a creditor transferee shall not cause the Partnership to be dissolved, and each Partner hereby grants to any such creditor transferee a proxy to vote to reconstitute the Partnership and continue its business in the event that any such Transfer would otherwise result in a termination or dissolution of the Partnership.

Section 8.6 Tag Along Rights.

(a) If the General Partner proposes to sell, directly or indirectly, all or any portion of its Partnership Interest to a third party in one transaction or a series of similar transactions which would result in the General Partner holding less than a 5% General Partnership Interest, each other Partner (a “Tag Along Partner”) may, in his or its discretion, require the General Partner to sell such Tag Along Partners’s Partnership Interest pursuant to such sale(s) at the same price per Percentage Interest and on substantially the same terms as the General Partner.

(c) The General Partner shall have sixty (60) days from the date of its notice referred to in Section 8.6(b) above to consummate any sale covered by this Section 8.6 and, promptly after such consummation, shall notify the Partnership and each Tag Along Partner to that effect and shall furnish evidence of such sale (including the time of sale) and of the terms thereof as the Partnership or such Tag Along Partner may reasonably request. No later than the fifth business day following such sale, the General Partner shall cause to be remitted to each Tag Along Partner the proceeds of such sale attributable to such Tag Along Partner’s sale of his or its Partnership Interest. If any such sale is not consummated prior to the expiration of the sixty (60) day period referred to in this subsection, the General Partner may not consummate such sale and shall return to each Tag Along Partner all documents delivered to the General Partner in connection with such sale.

(d) If CMS proposes to sell, in a single transaction or series of similar transactions, an amount of the voting stock of the General Partner which (at the conclusion of such transaction or transactions) would result in CMS holding less than 51% of the then issued and outstanding voting stock of the General Partner, the General Partner shall cause CMS to provide each Partner that is not an Affiliate of CMS the right to require that the purchaser of the voting stock of the General Partner in such transaction(s) also purchase the Partnership Interest of such Partner. The General Partner shall cause CMS to give the notice and provide the documentation required by Section 8.6(b); each Partner who wishes to have his or its Partnership Interest included in such sale shall exercise his or its right to do so as provided in that Section, and the rights of CMS to consummate such sale shall be limited as provided in Section 8.6(c). The purchase price for any Partnership Interest transferred under this Section 8.6(d) shall be the amount that is equal to the purchase price received by CMS in such sale(s) multiplied by the percentage interest represented by the Partnership Interest that is being sold by the Partner exercising his or its Tag Along rights.

(e) There shall be no liability on the part of the General Partner to any Partner if any sale is not consummated for whatever reason.

Section 8.7 Take Along Rights.

(a) If the General Partner wishes to sell all, but not less than all, of the Partnership Interest held by it to a Person or Entity that is not an Affiliate of the General Partner, in one transaction or a series of similar transactions (a “Control Transaction”), the General Partner may, in its sole discretion, require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by him or it to such third party in accordance with this Section 8.7, provided that such Take Along Partner shall only be required to sell its Partnership Interest at the same price per Percentage Interest and upon substantially the same terms as the Partnership Interest of the General Partner.

(b) The General Partner electing to exercise its take along right in connection with a Control Transaction shall deliver a notice to each Take Along Partner and the Partnership, setting forth the terms of the Control Transaction (including the proposed closing date for its consummation, which shall not be less than thirty (30) days from the effective date of such notice) and all documents required to be executed by each Take Along Partner in order to consummate such Control Transaction. Each Take Along Partner shall deliver to the General Partner at least seven (7) days prior to the proposed closing date referred to above all documents previously furnished to such Take Along Partner for execution in connection with the Control Transaction. If any Take Along Partner fails to deliver such documents to the General Partner, and such Control Transaction is subsequently consummated, the Partnership shall cause its books and records to show that the Partnership Interest represented by such defaulting Partner is bound by the provisions of this Section and that the Partnership Interest held by him or it shall be transferred only to the third party who purchased the Partnership Interest in connection with such Control Transaction.

(d) If CMS proposes to sell, in a single transaction or a series of similar transactions, any shares of the voting stock of the General Partner so that the purchaser in such transaction(s) would hold 51% or more of the voting stock of the General Partner upon their consummation, the General Partner shall have the right to require each Partner to sell his or its Partnership Interest to either CMS or such purchaser for an amount equal to the purchase price received by CMS in such sale multiplied by the Percentage Interest of the Take Along Partner whose interest is being sold. Any such right shall be exercised by the General Partner as provided in Section 8.7(b) and, upon the exercise of such right, each Partner shall have the obligations and be subject to the sanctions set forth in Section 8.7(b) and 8.7(c).

Section 8.8 Allocations With Respect to Transferor’s Interest. Upon the permitted assignment by a Partner of all or any part of its Partnership Interest, each item of Partnership income (or loss) and deduction allocable to the Partnership Interest shall be pro rated (as to the transferred Partnership Interest) between transferor and transferee on the basis of the number of days in the taxable year of the Partnership preceding (and including) and succeeding the date as of which the assignment is executed. Gain or loss from the sale or other taxable disposition of a Partnership capital asset shall be allocated to the Persons who were Partners at the time such gain or loss was recognized by the Partnership.

Section 8.9 Section 754 Election. The General Partner may, in its sole discretion, and shall, upon the timely written request of any Partner, cause the Partnership to elect, pursuant to section 754 of the Code, to adjust the basis of Partnership property as provided in sections 734(b) and 743(b) of the Code. The General Partner shall be responsible for determining the adjustments required or permitted by said sections of the Code, provided that, in the case of any adjustment required or permitted under section 743(b) of the Code, the transferee Partner or Partners shall be solely responsible for determining the adjustments required there under unless such Partner or Partners provide the General Partner with all the information necessary for the General Partner to determine the adjustments. If any adjustments to the basis of Partnership property are made pursuant to section 732(d), 734(b) or 743(b), the capital accounts of the Partners shall be adjusted as specified in Treas. Reg. §1.704-1(b)(2)(iv)(m).

Section 8.10 Withdrawals.

(c) If any Limited Partner withdraws from the Partnership, all of his or its Partner Loans shall remain payable in accordance with their original terms.

(e) Should it be determined by the final, unappealed judgement of a court of competent jurisdiction that a Limited Partner is entitled to withdraw other than as specified in Section 8.8(a) above, the only amount to which such Limited Partner shall be entitled to receive upon the effective date of such withdrawal shall be the Withdrawal Amount as specified in Section 8.8(b).

(f) Except as otherwise provided in Section 10.1(e), the withdrawal of any Limited Partner shall not cause a dissolution or effect a termination of the Partnership.

(g) No Transfer permitted hereunder shall be deemed to constitute a withdrawal.

ARTICLE 9

ADMISSION OF PARTNERS

such new Partner, the General Partner may cause Article Two of this Agreement to be amended to reflect any limitations on such Partners’ obligations or rights thereunder, Section 6.7 of this Agreement to be amended to reflect any acts requiring the consent of such Partner, and, in the case of the admission of a General Partner, Section 8.10 to be amended to prohibit the withdrawal of such Person from the Partnership, and this Agreement to be amended to effect the admission of such Partner to the Partnership. In the event that one or more additional Partners are admitted to the Partnership as General Partners, the General Partner shall serve as the “Managing General Partner” of the Partnership, with the sole discretion and authority to exercise all of the powers of the Partnership as granted in Section 6.1, above. In such event, the General Partner shall have the power to amend this Agreement to give effect to the requirements of the preceding sentence.

ARTICLE 10

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

Section 10.1 Events of Dissolution. The occurrence of any of the following shall constitute an event of dissolution of the Partnership (an “Event of Dissolution”):

(a) the expiration of the term of the Partnership as provided in Section 1.5;

(b) the termination of the initial lease of the Hospital, unless at the time of such termination that lease is extended in accordance with its original terms, in which case the Partnership shall dissolve upon the earlier to occur of the termination of the last such extended or renewal term or the Termination Date;

(e) the acquisition by a single Person or Entity of all of the Partnership Interests;

(f) the issuance of a decree of dissolution by a court of competent jurisdiction pursuant to Section 17-802 of the Act; or

(g) the written agreement of all of the Partners.

Section 10.5 Liquidation Following Withdrawal of Certain Partners. If the liquidation of the Partnership is occasioned by its dissolution as a result of the withdrawal of all Partners other than the General Partner, all assets of the Partnership shall be distributed to the General Partner, and the only amounts to which any withdrawing Partner shall be entitled shall be the Withdrawal Amount, which shall be payable as provided in Sections 8.8(b) and 11.9(a)(ii).

Section 10.6 Certain Rights Upon Liquidation. In any liquidation and winding up of the Partnership, except a liquidation and winding up to which Section 10.5 applies:

(b) The aggregate purchase price for any acquisition of Partnership assets and the value of any leasehold interest assumed by the General Partner in a liquidation

shall be the value of the purchased assets or leasehold interest, as the case may be, determined in accordance with the next succeeding paragraph multiplied by the Percentage Interests of all Partners other than the General Partner and its Affiliates.

(c) The determination of value required by the preceding Section shall be made by an appraiser appointed by the General Partner, or, at the request of any other Partner, by a panel of three appraisers, one of whom shall be appointed by the General Partner, the second of whom shall be appointed by all other Partners, and the third of whom shall be appointed by the other two appraisers so chosen. In determining the value of the Partnership’s assets being purchased by the General Partner, the appraiser or appraisers shall not place any value upon the business of the Partnership, good will, names, tradenames, or any other intangible Partnership asset. The value(s) of any leasehold interest(s) being acquired by the General Partner shall be determined by the appraiser(s) after taking into account the liabilities accruing under the lease in question from and after the date of the closing of the assumption of the lease by the General Partner. No value shall be placed upon any interest in respect of a lease which has terminated or upon any right which the General Partner may have in respect of the leased property after the termination of any lease. The value of any tangible personal property purchased by the General Partner shall be the book value of such property as at the closing date of such purchase, and the value of any real property purchased by the General Partner shall be its fair market value at such date as determined by the appraiser(s). In making all judgements as to value the appraiser(s) shall take into account the purposes of the Partnership as described in Section 1.4.

(f) The rights of the General Partner under this Section 10.6 may be assigned to any Affiliate of the General Partner, provided that such Affiliate agrees in writing with the Partnership to be bound by the obligations of the General Partner under this Section 10.6.

of the assets and interests of the Partnership not purchased by the General Partner by an independent appraiser unless a prior appraisal of such assets or interests has already been obtained pursuant to Section 10.6. All of the assets and interests of the Partnership not acquired by the General Partner, if any, other than cash, shall be offered (either as an entirety or on an asset-by-asset basis) promptly for sale, upon such terms as the Liquidator shall determine using the above appraisal(s) as a guide.

The decision to accept or reject an offer to acquire assets or interests of the Partnership shall be made solely by the Liquidator.

Section 10.8 Time Limitations on Liquidating Distributions. Nothing in this Article Ten shall be construed to extend the time period prescribed under Section 3.3 hereof and Treas. Reg. § l.704-1(b)(2)(ii)(b) for making liquidating distributions of the Partnership’s assets. In the event the Liquidator deems it impracticable to cause the Partnership to make distributions of the liquidating proceeds to the Partners within the time period described under Treas. Reg. §1.704-1(b)(2)(ii)(b), the Liquidator may make any arrangement that is considered for federal income tax purposes to effectuate liquidating distributions of all of the Partnership’s assets to the Partners within the time period prescribed in such regulation and that will permit the sale of the non-cash assets considered so distributed in a manner that gives effect, to the extent possible, to the intent of the preceding provisions of this Article Ten.

Section 10.9 Priority of Distributions of Liquidation Proceeds.

(a) If the Partnership is liquidated upon dissolution, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:

(i) in payment of the expenses of liquidation;

(ii) in payment of the debts of the Partnership to Persons other than Partners;

(iii) in pro rata payment of the indebtedness of the Partnership to the Partners;

(iv) to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated, or unforeseen liabilities or obligations of the Partnership; and

(v) to the Partners in accordance with Section 3.3 hereof.

(b) Subject to Sections 10.6 and 10.7, the assets of the Partnership shall be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation

shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation. In the event that in the Liquidator’s opinion complete liquidation of the assets of the Partnership within a reasonable period of time proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind but, without limitation, only after all cash and cash-equivalents received by the Partnership in a liquidating sale pursuant to this Section have first been distributed. Any asset distributed in kind pursuant to this Section shall be distributed to the Partners in accordance with their then positive Capital Accounts as determined after (A) reduction to reflect distributions of cash and cash-equivalents made pursuant to this Section, and (B) adjustment to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property would be allocated among the Partners (pursuant to Article Five) if there were a taxable disposition of such property for its fair market value on the date of distribution.

ARTICLE 11

REPRESENTATIONS AND WARRANTIES

Section 11.1 Representations and Warranties of the Partners. Each Partner represents and warrants to the other Partners that:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation.

(b) It has the corporate power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby.

(c) The execution, delivery and performance by the Partner of this Agreement has been duly authorized by all necessary corporate action and does not contravene (A) any law applicable to the Partner or any rule, judgment, order, writ, injunction or decree of any court applicable to the Partner, (B) any rule or regulation of any administrative agency or other governmental authority applicable to the Partner, (C) the charter or by-laws of such Partner, or (D) any agreement, indenture, instrument or contract by which such Partner is bound.

(d) This Agreement, when executed and delivered by such Partner, will be the legal, valid and binding obligation of such Partner, enforceable against it in accordance with its terms.

ARTICLE 12

MISCELLANEOUS

Section 12.1 Notices. Any notice or document required or permitted to be given hereunder shall be deemed to be given on the date (a) deposited in the United States mail, postage prepaid, certified mail, return receipt requested, or (b) delivered to an internationally recognized overnight courier service, in each case, addressed to the parties hereto at the respective addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith, or if to the Partnership, the address of the principal office of the Partnership.


If to General Partner:				Rehabilitation Hospital of Plano, Inc. c/o Continental Medical Systems, Inc. 600 Wilson Lane, P.O. 715 Mechanicsburg, PA 17055 Attn: Deborah Myers Welsh, Esq.

With a copy to:				Continental Medical Systems, Inc. 600 Wilson Lane, P.O. 715 Mechanicsburg, PA 17055 Attn: Deborah Myers Welsh, Esq.

If to S Corp.:				To such address as may be be designated to the Partnership in writing.

With a copy to:				Laman Hevron and Hines 1410 Avenue G Plano, TX 75074

Section 12.3 No Oral Modifications; Amendments. No oral amendment of this Agreement shall be binding on the Partners. Any modification or amendment of this Agreement must be in writing signed by an authorized officer of the General Partner. This Agreement may not be amended by the General Partner acting singly without the consent of a majority in interest of the Partners other than the General Partner and its Affiliates except:

(a) to admit a Partner in accordance with this Agreement;

Section 12.5 Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person or Entity may in the context require. Any reference to the Code, Act or other statutes or laws shall include all amendments, modifications or replacements of the specific sections and provisions concerned.

Section 12.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, binding on the Partners, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

Section 12.9 Complete Agreement. This Agreement together with the subscription documents executed by Limited Partners in the offering, which are incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the Partners with respect to the matters to which it relates. It supersedes all prior written and oral statements and no representation, statement, condition or warranty not contained in this Agreement shall be binding on the Partners or have any force or effect whatsoever.

Section 12.11 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.

this Agreement and the Partnership’s Certificate of Limited Partnership as are necessary to admit substituted or additional Partners to the Partnership; (b) such documents and instruments as are necessary to cancel the Partnership’s Certificate of Limited Partnership; (c) the Certificate of Limited Partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (d) all certificates and other instruments deemed advisable by the General Partner to permit the Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in the jurisdictions where the Partnership may be doing business; (e) all fictitious or assumed name certificates required or permitted to be filed on behalf of the Partnership; (f) all other instruments which may be required or permitted by law to be filed on behalf of the Partnership; and (g) any amendment to this Agreement that is permitted hereunder. The foregoing limited power of attorney, being coupled with an interest, is hereby declared to be irrevocable, and shall survive the death, dissolution or incapacity of any Partner.

Section 12.14 Estoppels. Each Partner shall, upon not less than fifteen (15) days’ written notice from any Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.

Section 12.15 References to Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated. The words “herein,” “here-of,” “hereunder,” “this Agreement” and other similar references shall be construed to mean and include this Partnership Agreement and all amendments and supplements thereto unless the context shall clearly indicate or require otherwise.

Section 12.16 Reliance on Authority of Person Signing Agreement. If a Partner is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any Entity other than a natural Person, the Partnership and the Partners shall:

(b) not be required to see to the application or distribution of proceeds paid or credited to Persons signing this Agreement on behalf of such Entity;

GLOSSARY OF DEFINED TERMS

PLANO REHAB ASSOCIATES LIMITED PARTNERSHIP

Agreement of Limited Partnership

dated as of June 28, 1991


Term		(Definition or Section in which definition appears)
Act		The Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.) as from time to time amended and any successor statute.

Additional Capital Contribution		Section 2.4

Affiliate		A Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question and any officer, director, trustee, employee, stockholder (ten percent or more) or partner of any Person referred to in the preceding clause. For purposes of this definition, the term “control” means the ownership of ten percent or more of the beneficial interest of the voting power of the appropriate Entity.

Agreement		Preamble

Capital Account		Section 3.2

Capital Call		Section 2.2

Capital Contribution		Any amount of cash, property, or services contributed by a Partner to the Partnership in respect of its equity interest therein in accordance with the Partnership Agreement.

Cash Flow		Section 4.1(b)

Cash Management Account		Section 6.1

CMS		Section 2.9

Code		The Internal Revenue Code of 1986, as from time to time amended (and corresponding provisions of any successor statute), and all published rules, rulings and regulations thereunder.


Control Transaction		Section 8.7

Defaulting Partner		Section 2.8

Entity		Any general partnership, limited partnership, corporation, joint venture, trust, business trust, limited liability company, cooperative or association.

Effective Date		Section 8.10

Event of Bankruptcy		As to the Partnership or a Partner:

-		- filing a voluntary petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Code (as now or in the future amended) or an admission seeking the relief therein provided;

-		- making a general assignment for the benefit of its creditors;

-		- consenting to the appointment of a receiver for all or a substantial part of its property;

-		- in the case of the filing of an involuntary petition in bankruptcy, an entry of an order for relief;

-		- the entry of a court order appointing a receiver or trustee for all or a substantial part of its property without its consent; or

		- the assumption of custody or sequestration by a court of competent jurisdiction of all or substantially all of its property.

Event of Dissolution		Section 10.1

Fiscal Year		Section 1.7

General Partner		Southeast Texas Rehabilitation Hospital, Inc. and any other Person or Entity that becomes a General Partner of the Partnership in accordance with this Agreement.

General Partnership Interest		Any equity interest held by any Person or Entity as a General Partner of the Partnership.

Hospital

Initial Capital Contribution		Section 2.2

Legal Provisions		Section 8.2


Limited Partner		Any Person or Entity that becomes a Limited Partner of the Partnership in accordance with the Agreement.

Limited Partnership Interest.		Any equity interest in the Partnership held by any person or Entity as a limited partner.

Liquidator		Section 10.3

Loan Call		Section 2.2

Loss Items		Section 5.2

Mandatory Additional Capital Contribution		Section 2.2

Mandatory Partner Loan		Section 2.2

Management Contract		Section

Managing General Partner		Section 9.1

Minimum Gain Chargeback		Section 5.2

Non-Defaulting Partner		Section 2.8

Notice of Participation		Section 6.8

Notice of Sale		Section 8.2

Optional Additional Capital Contribution		Section 2.4

Optional Partner Loan		Section 2.4

Partner		Any person or entity that becomes a partner of the Partnership in accordance with the Partnership Agreement.

Partner Loan		Section 2.4

Partnership		Section 1.1

Partnership Interest		The entire ownership interest of a Partner in the Partnership at any particular time, including the right of such Partner to any and all benefits to which a Partner


		may be entitled as provided in this Agreement and in the Act, together with the obligations of such Partner to comply with all the terms and provisions of this Agreement and of the Act.

Percentage Interest		Section 3.1

Person		Any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits; and, unless the context otherwise requires, the singular shall include the plural, and the masculine shall include the feminine and the neuter and vice versa.

Pre-Determined Rate		Section 2.2

Tag Along Partner		Section 8.6

Take Along Partner		Section 8.7

Tax Matters Partner		Section 7.4

Termination Date		Section 1.5

Treas. Reg.		Section 3.1

Transfer		Section 8.1

Selling Partner		Section 8.2

S Corp		Preamble

Supplemental Capital Contribution		Section 2.1

RHP		Preamble

Withdrawal Amount		Section 8.10

Withdrawing Limited Partner		Preamble

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.


		GENERAL PARTNER:

		REHABILITATION HOSPITAL OF PLANO, INC.

Attest:	/s/ [unreadable]	By:	/s/ [unreadable]
		Title:

		LIMITED PARTNERS:

		PLANO HOSPITAL INVESTORS, INC.

Attest:	/s/ [unreadable]	By:	/s/ [unreadable]
		Title:

		WITHDRAWING LIMITED PARTNER:

		CMS DEVELOPMENT AND MANAGEMENT COMPANY, INC.

Attest:	/s/ [unreadable]	By:	/s/ [unreadable]
		Title:	Vice President

EX-3.29 26 dex329.htm CERTIFICATE OF INCORPORATION OF CONTINENTAL MEDICAL OF ARIZONA, INC. Certificate of Incorporation of Continental Medical of Arizona, Inc.

Exhibit 3.29

CERTIFICATE OF INCORPORATION

Continental Medical of Arizona, Inc.

* * * * *

1. The name of the corporation is Continental Medical of Arizona, Inc.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5. The name and mailing address of each incorporator is as follows:

EX-3.30 27 dex330.htm BYLAWS OF CONTINENTAL MEDICAL OF ARIZONA, INC. Bylaws of Continental Medical of Arizona, Inc.

Exhibit 3.30

Continental Medical of Arizona, Inc.

* * * * *

BY – LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1990, shall be determined by the Board of Directors, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than Ten (10) nor more than Sixty (60) days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than Ten (10) nor more than Sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than One (1) nor more than Five (5). The first board shall consist of directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office,

though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on One (1) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express

consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stock-holders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stock-holders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.31 28 dex331.htm RESTATED CERTIFICATE OF INCORPORATION OF CONTINENTAL MEDICAL SYSTEMS, INC. Restated Certificate of Incorporation of Continental Medical Systems, Inc.

Exhibit 3.31

RESTATED CERTIFICATE OF INCORPORATION

CONTINENTAL MEDICAL SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The present name of the Corporation is Continental Medical Systems, Inc.

The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 11, 1985.

2. This Restated Certificate of Incorporation restates, integrates and amends the Certificate of Incorporation of the Corporation to read as hereinafter set forth in full:

RESTATED CERTIFICATE OF INCORPORATION

CONTINENTAL MEDICAL SYSTEMS, INC.

FIRST: The name of the Corporation is Continental Medical Systems, Inc.

FOURTH: The amount of total authorized capital stock of the Corporation is Thirty Million (30,000,000) shares, divided into Twenty Million (20,000,000) shares of Common Stock, par value $.01 per share, and Ten Million (10,000,000) shares of undesignated Preferred Stock, par value $.01 per share.

No stockholder shall have any preemptive right to subscribe to or purchase any issue of stock or other securities of the Corporation, or any treasury stock or other treasury securities.

The powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights are as follows:

PART I

UNDESIGNATED PREFERRED STOCK

1. Issuance in Series. Shares of Preferred Stock may be issued in one or more series at such time or times, and for such consideration or considerations as the Board of Directors may determine. All shares of any one series of any such Preferred Stock will be identical with each other in all respects, except that shares of one series issued at different times may differ as to dates from which dividends thereon may be cumulative. All series will rank equally and be identical in all respects, except as permitted by the following provisions of Section 2.

2. Authority of the Board with Respect to Series. The Board of Directors is authorized at any time and from time to time, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of shares of Preferred Stock in one or more series and by filing a certificate pursuant to the applicable law of the State of Delaware to establish the number of shares to be included in each such series, and to fix the powers, designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in the Certificate of Incorporation including, but not limited to, determination of any of the following:

(a) the distinctive serial designation and the number of shares constituting a series;

(b) the dividend rate or rates of the shares of a series, whether dividends are cumulative and, if so, from which date, the payment date or dates for dividends, the relative rights of priority, if any, and the participating or other special rights, if any, with respect to dividends;

(d) whether the shares of the series are redeemable and, if so, the terms and conditions on which the shares may be redeemed, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(e) the amount or amounts payable upon the shares of a series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation prior to any payment or distribution of the assets of the Corporation to any other class or series of the same or any other class or classes of stock of the Corporation ranking junior to that series of Preferred Stock;

(f) whether the shares of a series are entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of shares of that series and, if so entitled, the amount of the fund and the manner of its application, including the price or prices at which the shares may be redeemed or purchased through the application of the fund;

(g) whether the shares of a series are convertible into, or exchangeable for, shares of any other class or series of the same or any other class or classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and the adjustments thereof, if any, at which the conversion or exchange may be made, and any other terms and conditions of the conversion or exchange; and

(h) any other preferences, privileges and powers, and relative participating, optional or other special rights, and qualifications, limitations or restrictions of a series, as the Board of Directors may deem advisable and as are not inconsistent with the provisions of this Certificate of Incorporation.

3. Dividends. Before any dividends on any class or classes of stock of the Corporation ranking junior to the Preferred Stock (other than dividends payable in shares of any class or classes of stock of the Corporation ranking junior to the Preferred Stock) may be declared or paid or set apart for payment, the holders of shares of Preferred Stock of each series are entitled to such cash dividends, but only when and as declared by the Board of Directors out of funds legally available therefor, as they may be entitled to in accordance with the resolution or resolutions adopted by the Board of Directors providing for the issue of the series, payable on such dates in each year as may be fixed in the resolution or resolutions. The term “class or

classes of stock of the Corporation ranking junior to the Preferred Stock” means the Common Stock and any other class or classes of stock of the Corporation hereafter authorized which rank junior to the Preferred Stock as to dividends or upon liquidation, dissolution or winding up of the Corporation.

4. Reacquired Shares. Shares of Preferred Stock which have been issued and reacquired in any manner by the Corporation (excluding, until the Corporation elects to retire them, shares which are held as treasury shares but including shares redeemed, shares purchased and retired and shares which have been converted into shares of Common Stock) will have the status of authorized and unissued shares of Preferred Stock and may be reissued.

5. Voting Rights. Unless and except to the extent otherwise required by law or provided in the resolution or resolutions of the Board of Directors creating any series of Preferred Stock pursuant to this Part I, the holders of Preferred Stock shall have no voting power with respect to any matter whatsoever.

PART II

COMMON STOCK

1. Junior to Preferred Stock. The Common Stock shall rank junior to the Preferred Stock with respect to payment of dividends and distribution on liquidation, dissolution or winding up of the Corporation.

2. Voting Rights. Except as expressly provided by law, or as otherwise provided in Part I above, all voting rights shall be vested in the holders of the Common Stock. At each meeting of stockholders of the Corporation, each holder of Common Stock shall be entitled to one vote for each such share on each matter to come before the meeting, except as otherwise provided in this Certificate of Incorporation or by law.

3. Dividends. After all accumulated and unpaid dividends upon all shares of Preferred Stock for all previous dividend periods shall have been paid and full dividends on all shares of Preferred Stock for the then current dividend period shall have been declared and a sum sufficient for the payment thereof set apart therefor, and after or concurrently with the setting aside of any and all amounts then or theretofore required to be set aside for any sinking fund obligation or obligation of a similar nature in respect of any class or series of preferred stock or any other class or series of stock having preferential dividend rights, then and not otherwise, dividends may be declared upon and paid to the holders of the Common Stock to the exclusion of the holders of the Preferred Stock.

4. Rights Upon Liquidation. In the event of voluntary or involuntary liquidation or dissolution or winding up of the Corporation, after payment in full of amounts, if any, required to be paid to the holders of shares of stock having preferential liquidation rights, including without limitation the holders of the Preferred Stock, the holders of the Common Stock shall be entitled, to the exclusion of the holders of shares of stock having preferential liquidation rights, including without limitation the holders of the Preferred Stock, to share ratably in all remaining assets of the Corporation.

FIFTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.

SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stock-holders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said Court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

SEVENTH: The term of existence of the Corporation shall be perpetual.

EIGHTH: Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.

NINTH: A director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duties as a director except to the extent that Section 102(b)(7) (or any successor provision) of the Delaware General Corporation Law, as amended from time to time, expressly provides that the liability of a director may not be eliminated or limited.

TENTH: The election of directors shall be conducted in the manner prescribed in the By-Laws of the Corporation and need not be by ballot.

3. This Restated Certificate of Incorporation was duly proposed and declared to be advisable by the directors and duly adopted by the stockholders of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of Delaware. This Restated Certificate of Incorporation was duly adopted by the written consent of the holders of a majority of the outstanding stock of the Corporation and written notice of such action has been given to the remaining stockholders in accordance with Section 228 of the General Corporation Law of Delaware.

4. The capital of the Corporation will not be reduced under or by reason of any amendment in this Restated Certificate of Incorporation.

IN WITNESS WHEREOF, CONTINENTAL MEDICAL SYSTEMS, INC. has caused its corporate seal to be hereunto affixed and this certificate to be signed by Robert A. Ortenzio, its Senior Vice President and attested by William M. Goldstein, its Secretary, this 16th day of October, 1986.


(CORPORATE SEAL)	CONTINENTAL MEDICAL SYSTEMS, INC.

	By	/s/ Robert A. Ortenzio
		Robert A. Ortenzio Senior Vice President

	Attest	/s/ William M. Goldstein
		William M. Goldstein
		Secretary

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

* * * * *

CONTINENTAL MEDICAL SYSTEMS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Continental Medical Systems, Inc., resolutions were duly adopted setting forth a proposed amendment to the Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and placing consideration thereof before the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Restated Certificate of Incorporation of this corporation be amended by changing the FOURTH Article thereof so that, as amended said Article shall be and read as follows:

“FOURTH: The amount of total authorized capital stock of the Corporation is Fifty Million (50,000,000) shares, divided into Forty Million (40,000,000) shares of Common Stock, par value $.0l per share, and Ten Million (10,000,000) shares of undesignated Preferred Stock, par value $.01 per share.

* * * * *

SECOND: That, thereafter, pursuant to resolution of its Board of Directors, the next annual meeting of the stockholders of said corporation was duly held, upon notice in

accordance with Section 222 of the General Corporation law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Continental Medical Systems, Inc. has caused this certificate to be signed by Rocco A. Ortenzio, its President, and attested by William Goldstein, its Secretary, this 24^th day of November, 1987.


		By:	/s/ unreadable
			President

ATTEST:

By	/s/ William M. Goldstein
	Secretary

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

* * * * *

CONTINENTAL MEDICAL SYSTEMS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

RESOLVED, that Articles Eighth and Tenth of the Company’s Restated Certificate of Incorporation be, and they hereby are, amended and incorporated into a new Article Eighth, which shall read as follows:

“EIGHTH: The election of directors shall be conducted in the manner prescribed in the Certificate of Incorporation and in the By-Laws of the Corporation and need not be by ballot.

8.1 Number, Election and Terms of Directors. The number of directors of the Corporation shall be not less than five nor more than thirteen, the exact number within such limits to be determined from time to time by a majority vote of the directors then in office. Except as provided in subparagraph 8.2 below, the directors shall be elected in the following manner: The directors shall be divided, with respect to the time for which they severally hold office, into three classes by a majority vote of the Board of Directors prior to the 1989 annual meeting of stockholders, with the term of office of the first class to expire at the 1989 annual meeting of stockholders, the term of office of the second class to expire at the 1990 annual meeting of stockholders and the term of office of the third class to expire at the 1991 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. The number of directors in each class shall be as nearly equal as possible. At each annual meeting of stockholders, commencing with the 1989 annual meeting, directors elected to succeed

those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified.

8.2 Vacancies and Newly Created Directorships. Any vacancy on the board of directors that results from an increase in the number of directors may be filled by a majority of the directors then in office; and any other vacancy on the board of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any directors chosen under the provisions of the immediately preceding sentence shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall have been elected and qualified. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director. Any vacancies created as a result of an increase in the number of directors shall be allocated by the Board of Directors to make the classes of directors as nearly equal as possible.

8.3 Preferred Stock. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the certificate of incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this article eighth unless expressly provided by such terms.

8.4 Removal. Any director may be removed at any time, but only for cause and only by the affirmative vote of the holders of not less than 75% of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, any vacancy in the board of directors caused by any such removal may be filled in the manner provided in this article eighth.

8.5 Amendments. This Article may be altered, amended or repealed, and any provision inconsistent herewith may be adopted, only by the affirmative vote of the holders of not less than 75% of the outstanding shares of stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, in addition to any other vote required by the certificate of incorporation or the by-laws of the corporation.”

SECOND: That, thereafter, pursuant to resolution of its Board of Directors, the next annual meeting of the stock-holders of said corporation was duly held, upon notice in

accordance with Section 222 of the General Corporation law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Continental Medical Systems, Inc. has caused this certificate to be signed by Rocco A. Ortenzio, its President, and attested by William M. Goldstein, its Secretary, this 21st day of November, 1968.


		By:	/s/ Rocco A. Ortenzio
			Rocco A. Ortenzio, President

ATTEST:

By	/s/ William M. Goldstein
	William M. Goldstein,
	Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

BUCKINGHAM VALLEY NURSING CENTER, INC.

AND

RICHBORO CARE CENTER, INC.

INTO

CONTINENTAL MEDICAL SYSTEMS, INC.

*************

Continental Medical Systems, Inc., a corporation organized and existing under the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this Corporation was incorporated on the 11th day of September, 1985, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this Corporation owns all of the outstanding shares of the stock of Buckingham Valley Nursing Center, Inc., a corporation incorporated on the 28th day of January, 1986, pursuant to the General Corporation Law of the State of Delaware.

THIRD: That this Corporation owns all of the outstanding shares of the stock of Richboro Care Center, Inc., a corporation incorporated on the 28th day of January, 1986, pursuant to the General Corporation Law of the State of Delaware.

FOURTH: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members dated as of March 14, 1989, filed with the minutes of the board, determined to and did merge into itself said Buckingham Valley Nursing Center, Inc. and said Richboro Care Center, Inc. (collectively, the “Subsidiaries”).

RESOLVED, that the Corporation merge, and it hereby does merge, into itself each of the Subsidiaries, and in connection with such merger of the Corporation hereby assumes all of the obligations of each of the Subsidiaries;

FURTHER RESOLVED, that the merger shall be effective upon the date of filing required under Section 253 with the Secretary of State of Delaware;

FURTHER RESOLVED, that the proper officers of this Corporation be, and each of them hereby is, authorized and directed to make and execute a Certificate of Ownership and Merger setting forth a copy of these resolutions to merge the Subsidiaries into the Corporation and to assume the liabilities and obligations of the Subsidiaries, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the appropriate Recorder of Deeds and to do all acts and things whatsoever, whether within or without the State of Delaware, which such officers, or any of them, consider necessary or proper to effect said merger and the purposes of these resolutions.

IN WITNESS WHEREOF, said Continental Medical Systems, Inc. has caused this certificate to be signed by Robert A. Ortenzio, its Executive Vice President, and attested by William M. Goldstein, its Secretary, this day of March 31^st, 1989.


		CONTINENTAL MEDICAL SYSTEMS, INC.

		By:	/s/ Rocco A. Ortenzio
			Rocco A. Ortenzio
			Executive Vice President

ATTEST:

By:	/s/ William M. Goldstein
	William M. Goldstein, Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

Kelspride Nursing Homes, Inc.

INTO

Continental Medical Systems, Inc.

* * * * *

Continental Medical Systems, Inc., a corporation organized and existing under the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 11th day of September, 1985, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares of the stock of Kelspride Nursing Homes, Inc., a corporation incorporated on the 24th day of April, 1961, pursuant to the General Laws of the Commonwealth of Massachusetts.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the board on the 19th day of December, 1990, determined to and did merge into itself said Kelspride Nursing Homes, Inc.:

RESOLVED, that Continental Medical Systems, Inc. merge, and it hereby does merge into itself said Kelspride Nursing Homes, Inc., and assumes all of its obligations; and

CERTIFICATE OF DESIGNATIONS, PREFERENCES

AND RIGHTS OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

CONTINENTAL MEDICAL SYSTEMS, INC.

Continental Medical Systems, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

That, pursuant to authority conferred upon the Board of Directors by the Restated Certificate of Incorporation, as amended, of said Corporation, and pursuant to the provisions of Section 151 of Title 8 of the Delaware Code of 1953, as amended, said board of directors, at a meeting duly held on March 11, 1991, adopted a resolution providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of 50,000 shares, par value $.01 per share, of Series A Junior Participating Preferred Stock, which resolution is as follows:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Restated Certificate of Incorporation, a series of Preferred Stock of the Corporation hereby is created, with the designations, amount, powers, preferences, rights and qualifications set forth in Exhibit A hereto.

IN WITNESS WHEREOF, said Continental Medical Systems, Inc. has caused this Certificate to be signed by Rocco A. Ortenzio, its Chairman and attested by Deborah M. Welsh, its Assistant Secretary this 12th day of March, 1991.


CONTINENTAL MEDICAL SYSTEMS, INC.

By:		/s/ Rocco A. Ortenzio
		Rocco A. Ortenzio
		Chairman


ATTEST:

By:		/s/ Deborah M. Welsh
		Deborah M. Welsh
		Assistant Secretary

Exhibit A

CONTINENTAL MEDICAL SYSTEMS, INC.

DESIGNATION OF POWERS, PREFERENCES, RIGHTS AND

QUALIFICATIONS OF SERIES A JUNIOR PARTICIPATING

PREFERRED STOCK

Section 1. Designation and Amount. The shares of stock of such series shall be designated as “Series A Junior Participating Preferred Stock” and the number of shares of stock constituting such series shall be 50,000.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock which are issued and outstanding shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, dividends in an amount per share (rounded to the nearest cent) subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the per share amount of all cash dividends (payable in cash), and 1,000 times the per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Shares, $.01 par value, of the Company (the “Common Stock”). In the event the Company shall at any time after March 21, 1991 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Company shall declare a dividend or distribution on the issued and outstanding shares of Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the date of declaration of any dividend on the Common Stock. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event the Company shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or required by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of the stockholders of the Company.

(C) (i) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears for a period of two (2) full fiscal quarters, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time as all accrued and unpaid dividends then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock which does not rank senior to the Series A Junior Participating Preferred Stock (including the Series A Junior Participating Preferred Stock) with dividends in arrears thereon for a period of two (2) full fiscal quarters, voting as a class, irrespective of series, shall have the right to elect one (1) Director.

(ii) During any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to one (1) Director or, if such right is exercised at an annual meeting, to elect one (1) Director. If the number which may be so elected at any

special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred Stock.

(iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman, the President, a Vice-President or the Secretary of the Company. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this paragraph (C) (iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Company. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

(iv) In any default period, the holders of Common Stock and of Series A Junior Participating Preferred Stock, and other classes of stock of the Company if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect one (1) Director voting as a class, after the exercise of which right (x) the Director so elected by the holders of Preferred Stock shall continue in office until his successor shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C) (ii) of this Section 3 or in the articles or certificate of incorporation of the Company) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant.

References in this paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect a Director shall cease, (y) the term of any Director elected by the holders of Preferred Stock as a class shall terminate, and (z)

the number of Directors shall be such number as may be provided for in the articles or certificate of incorporation or by-laws irrespective of any increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the articles or certificate of incorporation or by-laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

(D) Except as set forth herein or as required by law, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever any dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Company shall not

(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends Or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock, provided, that the Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for any stock of the Company ranking no higher (either as to dividends or rights upon liquidation, dissolution or winding up) than such junior stock;

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock or as provided in clause (iv) below;

(iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a

purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Company, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $1.00 per share, plus an amount equal to any accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(B) Notwithstanding paragraph (A) of this Section 6, (i) in the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of the Series A Participating Preferred Stock and of any such parity shares in proportion to their respective liquidation preferences; and (ii) in the event that after the required distributions to holders of Preferred Stock there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C) In the event the Company shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision of adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Company shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (ii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.

Section 9. Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Company’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 10. Amendment. The Certificate of Incorporation of the Company shall not be further amended in any manner which would materially alter or change the

Section 8. No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.

Section 10. Amendment. The Certificate of Incorporation of the Company shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

Section 11. Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holder’s of Series A Junior Participating Preferred Stock.

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

Fort Washington Rehabilitation Center, Inc.

INTO

Continental Medical Systems, Inc.

* * * * *

Continental Medical Systems, Inc., a corporation organized and existing under the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 11th day of September, 1985, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares of the stock of Fort Washington Rehabilitation Center, Inc., a corporation incorporated on the 28th day of January, 1986, pursuant to the General Corporation Law of the State of Delaware.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its member, filed with the minutes of the board on the 22nd day of April, 1991, determined to and did merge into itself said Fort Washington Rehabilitation Center, Inc.:

RESOLVED, that Continental Medical Systems, Inc. merge, and it hereby does merge into itself said Fort Washington Rehabilitation Center, Inc., and assumes all of its obligations; and

FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware.

FURTHER RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Fort Washington Rehabilitation Center, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger; and

IN WITNESS WHEREOF, said Continental Medical Systems, Inc. has caused this certificate to be signed by Robert A. Ortenzio, its President and attested by Deborah Myers Welsh, its Assistant Secretary this 22^nd day of April, 1991.


Continental Medical Systems, Inc.

By:		/s/ Robert A. Ortenzio
		President


ATTEST:

By:		/s/ Deborah Myers Welsh
		Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

CMS Lakeland, Inc.

INTO

Continental Medical Systems, Inc.

* * * * *

Continental Medical Systems, Inc., a corporation organized and existing under the laws of Delaware, DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 11th day of September, 1985, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares of the stock of CMS Lakeland, Inc., a corporation incorporated on the 8th day of September, 1988, pursuant to the Business Corporation Act of the State of Michigan.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the board on the 9th day of May, 1991, determined to and did merge into itself said CMS Lakeland, Inc.:

RESOLVED, that Continental Medical Systems, Inc. merge, and it hereby does merge into itself said CMS Lakeland, Inc., and assumes all of its obligations; and

FURTHER RESOLVED, that the merger shall become effective upon the date of filing with the Secretary of State of Delaware.

FURTHER RESOLVED, that the Proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a

copy of the resolutions to merge said CMS Lakeland, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger; and

IN WITNESS WHEREOF, said Continental Medical Systems, Inc. has caused this certificate to be signed by Deborah Myers Welsh, its Vice President and attested by F. Lisa Murtha, its Assistant Secretary this 5th day of June, 1991.


Continental Medical Systems, Inc.

By:		/s/ Deborah Myers Welsh
		Vice President and Secretary


ATTEST:

By:		/s/ F. Lisa Murtha
		Assistant Secretary

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

Continental Medical Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of said corporation, resolutions were duly adopted setting forth a proposed amendment to the Restated Certificate of Incorporation, as amended, of said corporation declaring said amendment to be advisable and placing consideration thereof before the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the first paragraph of Article FOURTH of the corporation’s Restated Certificate of Incorporation, as amended, be amended and restated as follows:

“FOURTH: The amount of total authorized capital stock of the Corporation is Ninety Million (90,000,000) shares, divided into Eighty Million (80,000,000) shares of Common Stock, par value $.01 per share, and Ten Million (10,000,000) shares of undesignated Preferred Stock, par value $.01 per share.”

SECOND: That, thereafter, pursuant to resolution of its Board of Directors, the next annual meeting of the stockholders of said Corporation was duly held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Continental Medical Systems, Inc. has caused this certificate to be signed by David G. Nation, a Senior Vice President, and attested by Deborah Myers Welsh, its Assistant Secretary, this 15th day of November, 1991.


By:		/s/ David G. Nation
		David G. Nation
		Senior Vice President


ATTEST:

By:		/s/ Deborah Myers Welsh
		Deborah Myers Welsh
		Assistant Secretary

CERTIFICATE OF MERGER

CMS MERGER CORPORATION

WITH AND INTO

CONTINENTAL MEDICAL SYSTEMS, INC.

(UNDER SECTION 251 OF THE GENERAL

CORPORATION LAW OF THE STATE OF DELAWARE)

CONTINENTAL MEDICAL SYSTEMS, INC. hereby certifies that:

1.	The name and state of incorporation of each of the constituent corporations to the merger are:

(a)

CMS Merger Corporation, a Delaware corporation (“Merger Sub”); and

(b)

Continental Medical Systems, Inc., a Delaware corporation (“CMS”).

An Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) among Horizon Healthcare Corporation (the sole stockholder of Merger Sub), Merger Sub and CMS has been approved, adopted, certified, executed and acknowledged by CMS and Merger Sub in accordance with the provisions of Section 251 of the General Corporation Law of the State of Delaware.

3.	The name of the corporation surviving the merger is Continental Medical Systems, Inc.

4.	The Restated Certificate of Incorporation, as amended, of CMS, as in effect immediately prior to the effective time of the merger, shall be the Certificate of Incorporation of the surviving corporation until further amended as provided therein and under Delaware law.

5.	An executed copy of the Merger Agreement is on file at the principal place of business of CMS at 600 Wilson Lane, Mechanicsburg, Pennsylvania 17055.

6.	A copy of the Merger Agreement will be furnished by CMS, on request and without cost, to any stockholder of Merger Sub or CMS.

IN WITNESS WHEREOF, CMS has caused this certificate to be signed by a duly authorized officer thereof, as of the sixth day of July, 1995.


CONTINENTAL MEDICAL SYSTEMS, INC.

By:		/s/ David G. Nation
		David G. Nation
		Senior Vice President

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

(Pursuant to Section 242 of the

Delaware General Corporation Law)

Continental Medical Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors and the Sole Shareholder of said corporation have adopted a Joint Resolution in Writing, setting forth a proposed amendment to the Restated Certificate of Incorporation, as amended, of said corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

FURTHER RESOLVED, that the first paragraph of Article Fourth of this Corporation’s Restated Certificate of Incorporation, as amended, be amended and restated as follows: “The amount of total authorized capital stock of the Corporation is One Thousand (1,000) shares of Common Stock, par value $.01 per share.”

SECOND: That said amendment was duly adopted by the sole shareholder in accordance with the provisions of Section 228(a) of the General Corporation Law of the State of Delaware and by the Board of Directors in accordance with the provisions of Section 141(1) of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Continental Medical Systems. Inc. has caused this Certificate of Amendment to be executed by Robert A. Ortenzio, President, and attested by Scot Sauder, its Secretary, this 28th day of December, 1995.

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

Continental Medical Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: That the Board of Directors and sole stockholder of the Corporation duly adopted resolutions setting forth a proposed amendment to the Restated Certificates of Incorporation of the Corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Section 8.1 of the Corporation’s Restated Certificate of Incorporation be, and hereby is, amended and incorporated into a new Section 8.1 which shall read as follows;

“8.1 Number and Election of Directors: The number of directors shall be as proscribed by the Bylaws of the Corporation. The election of directors shall be conducted in the manner proscribed in the Bylaws of the Corporation and need not be by ballot.”

SECOND: That, thereafter, pursuant to resolution of its Board of Directors and sole shareholder, the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, by its duly authorized officer, has hereto set its hand as of this 22nd day of February, 2006.

/s/ Jay Grinney

Jay Grinney

President of the sole stockholder of the Corporation

EX-3.32 29 dex332.htm BYLAWS OF CONTINENTAL MEDICAL SYSTEMS, INC. Bylaws of Continental Medical Systems, Inc.

Exhibit 3.32

BY-LAWS

CONTINENTAL MEDICAL SYSTEMS, INC.

(a Delaware corporation)

TABLE OF CONTENTS*

BY-LAWS

CONTINENTAL MEDICAL SYSTEMS, INC.


		Page
ARTICLE I

OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	3
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	4
Section 2.8.	Action by Consent of Stockholders	5

ARTICLE III

BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	6
Section 3.4.	Election	6
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	7
Section 3.8.	Quorum and Voting	7
Section 3.9.	Regulations	8

*	The Table of Contents appears here for convenience only and should not be considered a part of the Bylaws.


Section 3.10.	Annual Meeting	8
Section 3.11.	Regular Meetings	9
Section 3.12.	Special Meetings	9
Section 3.13.	Notice of Meetings; Waiver of Notice	9
Section 3.14.	Committees of Directors	10
Section 3.15.	Powers and Duties of Committees	10
Section 3.16.	Compensation of Directors	11
Section 3.17.	Action Without Meeting	11

ARTICLE IV

OFFICERS

Section 4.1.	Principal Officers	12
Section 4.2.	Election of Principal Officers; Term of Office	12
Section 4.3.	Subordinate Officers, Agents and Employees	13
Section 4.4.	Delegation of Duties of Officers	13
Section 4.5.	Removal of Officers	13
Section 4.6.	Resignations	13
Section 4.7.	Chairman of the Board	14
Section 4.8.	President	14
Section 4.9.	Vice President	14
Section 4.10.	Secretary	15
Section 4.11.	Treasurer	15
Section 4.12.	Controller	15
Section 4.13.	Bond	16

ARTICLE V

CAPITAL STOCK

Section 5.1.	Issuance of Certificates of Stock	16
Section 5.2.	Signatures on Stock Certificates	16
Section 5.3.	Stock Ledger	17
Section 5.4.	Regulations Relating to Transfer	17
Section 5.5.	Transfers	17
Section 5.6.	Cancellation	18
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	18
Section 5.8.	Fixing of Record Dates	18

ARTICLE VI

INDEMNIFICATION
Section 6.1.	Indemnification	19
Section 6.2.	Indemnification Insurance	20


ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	20
Section 7.2.	Fiscal Year	21
Section 7.3.	Waiver of Notice	21
Section 7.4.	Execution of Instruments, Contracts, Etc.	21

ARTICLE VIII

AMENDMENTS

Section 8.1.	By Stockholders	22
Section 8.2.	By Directors	22

iii

BY-LAWS

CONTINENTAL MEDICAL SYSTEMS, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of Continental Medical Systems, Inc. (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as specified in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

Section 1.2. Change of Location. In the manner permitted by law, the Board of Directors or the registered agent may change the address of the Corporation’s registered office in the State of Delaware and the Board of Directors may make, revoke or change the designation of the registered agent.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law. Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.3. List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Corporation shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of stockholders, a complete list, based upon the record date for such meeting determined pursuant to Section 5.8, of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if such place shall not be so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders entitled to vote at any meeting, or to inspect the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.4. Notice of Meetings. Written notice of each annual and special meeting of stockholders, other than any meeting the giving of notice of which is otherwise prescribed by law, stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed, in writing, at least ten but not more than fifty days before the date of such meeting, to each stockholder entitled to vote thereat. If mailed, such notice shall be deposited in the United States mail, postage prepaid, directed to such stockholder at his address as the same appears on the records of the Corporation. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Corporation that notice has been duly given shall be evidence of the facts stated therein.

Section 2.5. Adjourned Meetings and Notice Thereof. Any meeting of stockholders may be adjourned to another time or place, and the Corporation may transact at any adjourned meeting any business which might have been transacted at the original meeting. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless (a) any adjournment or series of adjournments caused the original meeting to be adjourned for more than thirty days after the date originally fixed therefor, or (b) a new record date is fixed for the adjourned meeting. If notice of an adjourned meeting is given, such notice shall be given to each stockholder of record entitled to vote at the adjourned meeting in the manner prescribed in Section 2.4 for the giving of notice of meetings.

Section 2.6. Quorum. At any meeting of stockholders, except as otherwise expressly required by law or by the Certificate of Incorporation, the holders of record of a majority of the

outstanding shares of capital stock entitled to vote or act at such meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business, but less than a quorum shall have power to adjourn any meeting until a quorum shall be present. When a quorum is once present to organize a meeting, the quorum cannot be destroyed by the subsequent withdrawal or revocation of the proxy of any stockholder. Shares of capital stock owned by the Corporation or by another corporation, if a majority of the shares of such other corporation entitled to vote in the election of Directors is held by the Corporation, shall not be counted for quorum purposes or entitled to vote.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, provided that no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest, whether in the stock itself or in the Corporation generally, sufficient in law to support an irrevocable power.

The Board of Directors, the Chairman of the Board, the President, or the person presiding at a meeting of stockholders may appoint one or more persons to act as inspectors of voting at any meeting with respect to any matter to be submitted to a vote of stockholders at such meeting, with such powers and duties, not inconsistent with applicable law, as may be appropriate.

Section 2.8. Action by Consent of Stockholders. Unless otherwise provided in the Certificate of Incorporation, whenever any action by the stockholders at a meeting thereof is required or permitted by law, the Certificate of Incorporation, or these By-laws, such action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of such action without a meeting and by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The property, business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors may exercise all such powers of the Corporation and have such authority and do all such lawful acts and things as are permitted by law, the Certificate of Incorporation or these By-laws.

of Directors, the Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, from time to time change the number of Directors constituting the whole Board of Directors.

Section 3.3. Qualification. Directors must be natural persons but need not be stockholders of the Corporation. Directors who willfully neglect or refuse to produce a list of stockholders entitled to vote at any meeting for the election of Directors shall be ineligible for election to any office at such meeting.

Section 3.4. Election. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, after the first meeting of the Corporation at which Directors are elected, Directors of the Corporation shall be elected in each year at the annual meeting of stockholders, or at a special meeting in lieu of the annual meeting called for such purpose, by a plurality of votes cast at such meeting. The voting on Directors at any such meeting shall be by written ballot unless otherwise provided in the Certificate of Incorporation.

Section 3.5. Term. Each Director shall hold office until his successor is duly elected and qualified, except in the event of the earlier termination of his term of office by reason of death, resignation, removal or other reason.

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any Director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock then entitled to vote at an election of Directors, except as otherwise provided by applicable law.

Section 3.7. Vacancies. Vacancies in the Board of Directors and newly created Directorships resulting from any increase in the authorized number of Directors shall be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Unless the Certificate of Incorporation provides otherwise, members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of

the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation or these By-laws shall require a vote of a greater number.

Section 3.9. Regulations. The Board of Directors may adopt such rules and regulations for the conduct of the business and management of the Corporation, not inconsistent with law or the Certificate of Incorporation or these By-laws, as the Board of Directors may deem proper. The Board of Directors may hold its meetings and cause the books and records of the Corporation to be kept at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or any committee of the Board of Directors or in relying in good faith upon other records of the Corporation.

Otherwise, such annual meeting shall be held at such time (not more than thirty days after the annual meeting of stockholders) and place as may be specified in a notice of the meeting.

Section 3.11. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting.

Section 3.12. Special Meetings. Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time to time by the Chairman of the Board or the President, and shall be called by the Chairman of the Board, the President or the Secretary upon the written request of a majority of the whole Board of Directors directed to the Chairman of the Board, the President or the Secretary. Except as provided below, notice of any special meeting of the Board of Directors, stating the time, place and purpose of such special meeting, shall be given to each Director.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the day on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by

telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Notice of any meeting of the Board of Directors need not be given to any Director if waived by him in writing (or by telegram, cable, radio or wireless and confirmed in writing) whether before or after the holding of such meeting, or if such Director is present at such meeting. Any meeting of the Board of Directors shall be a duly constituted meeting without any notice thereof having been given if all Directors then in office shall be present thereat.

Section 3.14. Committees of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may be fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

Section 3.15. Powers and Duties of Committees. Any committee, to the extent provided in the resolution or resolutions creating such committee, shall have and may exercise all the

powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee shall have the power or authority with regard to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws. The Board of Directors may, in the resolution creating a committee, grant to such committee the power and authority to declare a dividend or authorize the issuance of stock.

Each committee may adopt its own rules of procedure and may meet at stated times or on such notice as such committee may determine. Except as otherwise permitted by these By-laws, each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 3.16. Compensation of Directors. Each Director shall be entitled to receive for attendance at each meeting of the Board of Directors or any duly constituted committee thereof which he attends, such fee as is fixed by the Board and in connection therewith shall be reimbursed by the Corporation for travel expenses. The fees to such Directors may be fixed in unequal amounts among them, taking into account their respective relationships to the Corporation in other capacities. These provisions shall not be construed to preclude any Director from receiving compensation in serving the Corporation in any other capacity.

thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal officers except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

If the Board of Directors shall fail to fill any principal office at an annual meeting, or if any vacancy in any principal office shall occur, or if any principal office shall be newly created, such principal office may be filled at any regular or special meeting of the Board of Directors.

Each principal officer shall hold office until his successor is duly elected and qualified, or until his earlier death, resignation or removal, provided that the terms of office of all Vice Presidents shall terminate at any annual meeting of the Board of Directors at which the President is elected.

Section 4.3. Subordinate Officers, Agents and Employees. In addition to the principal officers, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries, and such other subordinate officers, agents and employees as the Board of Directors may deem advisable, each of whom shall hold office for such period and have such authority and perform such duties as the Board of Directors, the Chairman of the Board, the President, or any officer designated by the Board of Directors, may from time to time determine. The Board of Directors at any time may appoint and remove, or may delegate to any principal officer the power to appoint and to remove, any subordinate officer, agent or employee of the Corporation.

Section 4.4. Delegation of Duties of Officers. The Board of Directors may delegate the duties and powers of any officer of the Corporation to any other officer or to any Director for a specified period of time for any reason that the Board of Directors may deem sufficient.

Section 4.5. Removal of Officers. Any officer of the Corporation may be removed, with or without cause, by resolution adopted by a majority of the Directors then in office at any regular or special meeting of the Board of Directors or by a written consent signed by all of the Directors then in office.

Section 4.6. Resignations. Any officer may resign at any time by giving written notice of resignation to the Board of Directors, to the Chairman of the Board, to the President or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. Unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make the resignation effective.

Section 4.7. Chairman of the Board. The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.8. President. The President shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors at which he is present. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and affairs of the Corporation and shall be responsible for carrying out the policies and objectives established by the Board of Directors. The President shall have all powers and duties usually incident to the office of the President, except as specifically limited by a resolution of the Board of Directors. The President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.9. Vice President. In the absence or disability of the President or if the office of President be vacant, the Vice Presidents in the order determined by the Board of Directors, or if no such determination has been made, in the order of their seniority, shall perform the duties and exercise the powers of the President, subject to the right of the Board of Directors at any time to extend or confine such powers and duties or to assign them to others. Any Vice President may have such additional designation in his title as the Board of Directors may determine. The Vice Presidents shall generally assist the President in such manner as the President shall direct. Each Vice President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.10. Secretary. The Secretary shall act as Secretary of all meetings of stockholders and of the Board of Directors at which he is present, shall record all the proceedings of all such meetings in a book to be kept for that purpose, shall have supervision over the giving and service of notices of the Corporation, and shall have supervision over the care and custody of the records and seal of the Corporation. The Secretary shall be empowered to affix the corporate seal to documents, the execution of which on behalf of the Corporation under its seal is duly authorized, and when so affixed may attest the same. The Secretary shall have all powers and duties usually incident to the office of Secretary, except as specifically limited by a resolution of the Board of Directors. The Secretary shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.11. Treasurer. The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Corporation and shall cause the funds of the Corporation to be deposited in the name of the Corporation in such banks or other depositaries as the Board of Directors may designate. The Treasurer shall have supervision over the care and safekeeping of the securities of the Corporation. The Treasurer shall have all powers and duties usually incident to the office of Treasurer, except as specifically limited by a resolution of the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

duties usually incident to the office of Controller, except as specifically limited by a resolution of the Board of Directors. The Controller shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.13. Bond. The Board of Directors shall have power, to the extent permitted by law, to require any officer, agent or employee of the Corporation to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board of Directors may determine.

ARTICLE V

CAPITAL STOCK

Section 5.1. Issuance of Certificates of Stock. Each stockholder of the Corporation shall be entitled to a certificate or certificates in such form as shall be approved by the Board of Directors, certifying the number of shares of capital stock of the Corporation owned by such stockholder.

Section 5.2. Signatures on Stock Certificates. Certificates for shares of capital stock of the Corporation shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the President or a Vice President and by, or in the name of the corporation by, the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer. Any of or all the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such signer were such officer at the date of issue.

Section 5.3. Stock Ledger. A record of all certificates for capital stock issued by the Corporation shall be kept by the Secretary or any other officer or employee of the Corporation designated by the Secretary or by any transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show the name and address of the person, firm or corporation in which certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate, and in case of certificates which have been canceled, the dates of cancellation thereof.

The Corporation shall be entitled to treat the holder of record of shares of capital stock as shown on the stock ledger as the owner thereof and as the person entitled to receive dividends thereon, to vote such shares and to receive notice of meetings, and for all other purposes. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any share of capital stock on the part of any other person whether or not the Corporation shall have express or other notice thereof.

Section 5.4. Regulations Relating to Transfer. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with law, the Certificate of Incorporation or these By-laws, concerning issuance, transfer and registration of certificates for shares of capital stock of the Corporation. The Board of Directors may appoint, or authorize any principal officer to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars and may require all certificates for capital stock to bear the signature or signatures of any of them.

Section 5.5. Transfers. Transfers of capital stock shall be made on the books of the Corporation only upon delivery to the Corporation or its transfer agent of (i) a written direction of the registered holder named in the certificate or such holder’s attorney lawfully constituted in writing, (ii) the certificate for the shares of capital stock being transferred, and (iii) a written assignment of the shares of capital stock evidenced thereby.

Section 5.6. Cancellation. Each certificate for capital stock surrendered to the Corporation for exchange or transfer shall be canceled and no new certificate or certificates shall be issued in exchange for any existing certificate (other than pursuant to Section 5.7) until such existing certificate shall have been canceled.

Section 5.7. Lost, Destroyed, Stolen and Mutilated Certificates. In the event that any certificate for shares of capital stock of the Corporation shall be mutilated, the Corporation shall issue a new certificate in place of such mutilated certificate. In case any such certificate shall be lost, stolen or destroyed, the Corporation may, in the discretion of the Board of Directors or a committee designated thereby with power so to act, issue a new certificate for capital stock in the place of any such lost, stolen or destroyed certificate. The applicant for any substituted certificate or certificates shall surrender any mutilated certificate or, in the case of any lost, stolen or destroyed certificate, furnish satisfactory proof of such loss, theft or destruction of such certificate and of the ownership thereof. The Board of Directors or such committee may, in its discretion, require the owner of a lost or destroyed certificate, or his representatives, to furnish to the Corporation a bond with an acceptable surety or sureties and in such sum as will be sufficient to indemnify the Corporation against any claim that may be made against it on account of the lost, stolen or destroyed certificate or the issuance of such new certificate. A new certificate may be issued without requiring a bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 5.8. Fixing of Record Dates.

(a) The Board of Directors may fix, in advance, a record date, which shall not be more than fifty nor less than ten days before the date of any meeting of stockholders, nor more than fifty days prior to any other action, for the purpose of determining stockholders entitled to notice of or to vote at such meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action.

(b) If no record date is fixed by the Board of Directors:

(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first consent is expressed;

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VI

INDEMNIFICATION

merger or is or was serving at the request of the Corporation or such constituent corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, was or is a party or is threatened to be a party to:

(a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding, or,

(b) any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit.

Section 6.2. Indemnification Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under applicable law.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Corporate Seal. The seal of the Corporation shall be circular in form with the name of the Corporation in the circumference and the words “Corporate Seal, Delaware” in

the center. The seal may be used by causing it to be affixed or impressed, or a facsimile thereof may be reproduced or otherwise used in such manner as the Board of Directors may determine.

Section 7.2. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 7.3. Waiver of Notice. Whenever any notice is required to be given under any provision of law, the Certificate of Incorporation, or these By-laws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, Directors, or members of a committee of Directors, need be specified in any written waiver of notice unless so required by the Certificate of Incorporation.

Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.4. Execution of Instruments, Contracts, Etc.

(a) All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed in the name of the Corporation by the President or such other officer or officers or person or persons, as the Board of Directors may from time to time designate.

meetings of the Board of Directors, may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into or execute and deliver deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

(c) All applications, written instruments and papers required by or filed with any department of the United States Government or any state, county, municipal or other governmental official or authority, may, if permitted by applicable law, be executed in the name of the Corporation by any principal officer or subordinate officer of the Corporation, or, to the extent designated for such purpose from time to time by the Board of Directors, by an employee or agent of the Corporation. Such designation may contain the power to substitute, in the discretion of the person named, one or more other persons.

ARTICLE VIII

AMENDMENTS

Section 8.1. By Stockholders. These By-laws may be amended, altered or repealed, or new By-laws may be adopted, at any meeting of stockholders by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote thereat, provided that, in the case of a special meeting, notice that an amendment is to be considered and acted upon shall be inserted in the notice or waiver of notice of said meeting.

Section 8.2. By Directors. To the extent permitted by the Certificate of Incorporation, these By-laws may be amended, altered or repealed, or new By-laws may be adopted, at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of the whole Board.

EX-3.33 30 dex333.htm CERTIFICATE OF INCORPORATION OF CONTINENTAL REHABILITATION HOSPITAL OF ARIZONA Certificate of Incorporation of Continental Rehabilitation Hospital of Arizona

Exhibit 3.33

CERTIFICATE OF INCORPORATION

Continental Rehabilitation Hospital of Arizona, Inc.

* * * * *

1. The name of the corporation is Continental Rehabilitation Hospital of Arizona, Inc.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The name and mailing address of each incorporator is as follows:


NAME		MAILING ADDRESS
V.A. Brookens		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

J.L. Austin		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

M.C. Kinnamon		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.


/s/ V.A. Brookens
V.A. Brookens

/s/ J.L. Austin
J.L. Austin

/s/ M.C. Kinnamon
M.C. Kinnamon

EX-3.34 31 dex334.htm BYLAWS OF CONTINENTAL REHABILITATION HOSPITAL OF ARIZONA, INC. Bylaws of Continental Rehabilitation Hospital of Arizona, Inc.

Exhibit 3.34

Continental Rehabilitation Hospital of Arizona, Inc.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than Ten (10) nor more than Sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

ARTICLE III

DIRECTORS

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office,

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express

consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

EX-3.36 32 dex336.htm BYLAWS OF DIAGNOSTIC HEALTH CORPORATION Bylaws of Diagnostic Health Corporation

Exhibit 3.36

BY-LAWS

DIAGNOSTIC HEALTH CORPORATION

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

DIAGNOSTIC HEALTH CORPORATION


		Page

ARTICLE I OFFICES
ARTICLE I OFFICES
Section 1.1.	Location	1
Section 1.2.	Change of Location	1

ARTICLE II MEETINGS OF STOCKHOLDERS
ARTICLE II MEETINGS OF STOCKHOLDERS
Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

ARTICLE III BOARD OF DIRECTORS
ARTICLE III BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

ARTICLE IV OFFICERS
ARTICLE IV OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4.11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

ARTICLE V CAPITAL STOCK
ARTICLE V CAPITAL STOCK

Section 5.1.	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

ARTICLE VI INDEMNIFICATION
ARTICLE VI INDEMNIFICATION

Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18


ARTICLE VII MISCELLANEOUS PROVISIONS
ARTICLE VII MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

ARTICLE VIII AMENDMENTS
ARTICLE VIII AMENDMENTS

Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

DIAGNOSTIC HEALTH CORPORATION

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of Diagnostic Health Corporation, (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the stockholders of the Corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Corporation, or at such other place within or without the State of Delaware as the Board of Directors may fix by resolution or as set forth in the notice of the meeting. In the event that the Board of Directors shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at

the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of April of each year, commencing with the year 1997, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.6. Quorum. At any meeting of stockholders, except as otherwise expressly required by law or by the Certificate of Incorporation, the holders of record of at least a majority of the outstanding shares of capital stock entitled to vote or act at such meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business, but less than a quorum shall have power to adjourn any meeting until a quorum shall be present. When a quorum is once present to organize a meeting, the quorum cannot be destroyed by the subsequent withdrawal or revocation of the proxy of any stockholder. Shares of capital stock owned by the Corporation or by another corporation, if a majority of the shares of such other corporation entitled to vote in the election of Directors is held by the Corporation, shall not be counted for quorum purposes or entitled to vote.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall consist of one or more members. The exact number of Directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution adopted by a majority of the whole Board of Directors. Until the number of Directors has been so fixed by the Board of Directors, the number of Directors constituting the whole Board of Directors shall be three. After fixing the number of Directors constituting the whole Board of Directors, the Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, from time to time change the number of Directors constituting the whole Board of Directors.

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Unless the Certificate of Incorporation provides otherwise, members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

meeting of stockholders, no notice of the annual meeting of the Board of Directors need be given. Otherwise, such annual meeting shall be held at such time (not more than thirty days after the annual meeting of stockholders) and place as may be specified in a notice of the meeting.

Section 3.11 Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

Section 3.15. Powers and Duties of Committees. Any committee, to the extent provided in the resolution or resolutions creating such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee shall have the power or authority with regard to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws. The Board of Directors may, in the resolution creating a committee, grant to such committee the power and authority to declare a dividend or authorize the issuance of stock.

Section 3.17. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

Section 4.2. Election of Principal Officers: Term of Office. The principal officers of the Corporation shall be elected annually by the Board of Directors at such annual meeting of the Board of Directors. Failure to elect any principal officer annually shall not dissolve the Corporation.

Section 4.7. Chairman of the Board. The Chairman of the Board shall all preside at all meetings of stockholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as maybe assigned to him from time to time by the Board of Directors.

Any Vice President may have such additional designation in his title as the Board of Directors may determine. The Vice Presidents shall generally assist the President in such manner as the President shall direct. Each Vice President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.12. Controller, The Controller shall be the chief accounting officer of the Corporation and shall have supervision over the maintenance and custody of the accounting operations of the Corporation, including the keeping of accurate accounts of all receipts and disbursements and all other financial transactions. The Controller shall have all powers and duties usually incident to the office of Controller, except as specifically limited by a resolution of the Board of Directors. The Controller shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

ARTICLE V

CAPITAL STOCK

to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such signer were such officer at the date of issue.

The Corporation shall be entitled to treat the holder of record of shares of capital stock as shown on the stock lodger as the owner thereof and as the person entitled to receive dividends thereon, to vote such shares and to receive notice of meetings, and for all other purposes. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any share of capital stock on the part of any other person whether or not the Corporation shall have express or other notice thereof.

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

Section 6.1. Indemnification. The Corporation shall, to the full extent permitted by applicable law, indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation or of a constituent corporation absorbed by the Corporation in a consolidation or merger or is or was serving at the request of the Corporation or such constituent corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, was or is a party or is threatened to be a party to:

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Corporate Seal. The seal of the Corporation shall be circular in form with the name of the Corporation in the circumference and the words “Corporate Seal, Delaware” in the center. Alternatively, the Secretary and any Assistant Secretary are authorized to use a seal which has the name “HRC Subsidiary” in place of the Corporation’s name and such alternative seal shall have the same force and effect as the seal otherwise authorized by these By-laws. The seal may be used by causing it to be affixed or impressed, or a facsimile thereof may be reproduced or otherwise used in such manner as the Board of Directors may determine.

Section 7.2. Fiscal Year. The fiscal year of the Corporation shall be from January 1 to December 31, inclusive, in each year, or such other twelve consecutive months as the Board of Directors may designate.

Section 7.4. Execution of Instruments. Contracts, Etc.

(b) Except as otherwise provided by law, the Board of Directors, any committee given specific authority in the premises by the Board of Directors, or any committee given authority to exercise generally the powers of the Board of Directors during the intervals between meetings of the Board of Directors, may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into or execute and deliver deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

ARTICLE VIII

AMENDMENTS

June 6, 1994

AMENDMENT TO BYLAWS

The Bylaws of the Corporation are hereby amended to provide that in addition to the seal of the Corporation authorized by these Bylaws, the Secretary and any Assistant Secretary of the Corporation are authorized to use a seal which has the name “HRC Subsidiary” in place of the Corporation’s name and such alternative seal shall have the same force and effect as the seal otherwise authorized by these Bylaws.

EX-3.37 33 dex337.htm REPORT OF A LIMITED PARTNERSHIP OF HEALTHSOUTH BAKERSFIELD REHABILITATION HOSP. Report of a Limited Partnership of HealthSouth Bakersfield Rehabilitation Hosp.

Exhibit 3.37

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH Bakersfield Rehabilitation Hospital Limited Partnership, a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 23, 1996.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

The Corporation Company

60 Commerce Street

Suite 1100

Montgomery, Alabama 36104

Sworn to this 23rd day of December, 1996, at Birmingham, Alabama.


HEALTHSOUTH PROPERTIES CORPORATION,
its General Partner

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

STATE OF ALABAMA

CHANGES FOR: HEALTHSOUTH Bakersfield Rehabilitation Hospital Limited

(name of entity)

The following will serve to make changes to the original reports or applications of a LLC or LP as filed in the Office of the Secretary of State of Alabama. This form may be used to change the registered agent, registered address, principal address, members, or any information that is now different from the original report or application.

1.	Name of Entity HEALTHSOUTH Bakersfield Rehabilitation Hospital Limited

2.	State & County of Formation Alabama, Jefferson County Date of Formation 12/26/1996

3.	The name of the registered agent is: The Corporation Company

4.	Please change the registered address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to: 2000 Interstate Park Drive, Suite 204, Montgomery AL 36109

5.	Please change the principal address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to: 2000 Interstate Park Drive, Suite 204, Montgomery AL 36109

6.	Please make the following changes other than above: None


Date: 2/2/99	SIGNATURE:	/s/ Richard E. Botts
		RICHARD E. BOTTS
		(Please print/type name)

		SR. VICE PRESIDENT
		(Your title)

EX-3.38 34 dex338.htm AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF HEALTHSOUTH BAKERSFIELD Agreement and Certificate of Limited Partnership of HealthSouth Bakersfield

Exhibit 3.38

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Bakersfield Rehabilitation Hospital

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Bakersfield Rehabilitation Hospital

Limited Partnership


		Page
Parties		1
Recitals		1

ARTICLE I

DEFINED TERMS		1

ARTICLE II

ORGANIZATION		3

2.1	Formation	3
2.2	Qualification	3
2.3	Name	4
2.4	Agent for Service of Process	4
2.5	Principal Place of Business	4
2.6	Prior Agreements of Limited Partnership	4

ARTICLE III

PURPOSE		4

ARTICLE IV

TERM		4

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS		5

5.1	General Partner	5
5.2	Limited Partner	5



ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL		5

6.1	Capital Contribution of the General Partner	5
6.2	Capital Contribution of the Limited Partner	5
6.3	Withdrawal of Capital Contributions	5
6.4	Assessments	5
6.5	No Interest on Capital	5
6.6	Additional Working Capital	5

ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP		6

7.1	No Compensation to General Partner as General Partner	6
7.2	Reimbursement of Expenses Incurred by the Partners	6
7.3	Organizational Expenses	6
7.4	Fees and Other Payments Receivable by the Partners or their Affiliates	6

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS		6

8.1	Capital Accounts	6
8.2	Allocation of Income or Loss: In General	6
8.3	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	7
8.4	Distribution of Sale Proceeds	7
8.5	Consequences of Distributions	7
8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	7

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE		8

9.1	Powers	8
9.2	Independent Activities	9
9.3	Duties	9
9.4	Certain Limitations	9
9.5	Net Worth of the General Partner	10
9.6	Indemnification	10
9.7	Succession as General Partner	10



ARTICLE X

STATUS OF LIMITED PARTNER		10

10.1	No Participation in Management	10
10.2	Limited Liability	11
10.3	Investment Intent	11
10.4	Unregistered Limited Partnership Interests	11
10.5	Nature of Investment	11

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER		11

11.1	Resignation of the General Partner	11
11.2	Notice of Resignation	12
11.3	Liability of the General Partner after Resignation	12

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP		12

12.1	Dissolution of the Partnership	12
12.2	Winding Up of the Partnership	12

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION		13

13.1	Books of Account	13
13.2	Financial Reports	13
13.3	Fiscal Year	13
13.4	Banking	13
13.5	Tax Election	14
13.6	Tax Returns	14

ARTICLE XIV

MISCELLANEOUS		14

14.1	Notice	14
14.2	Section Captions	14
14.3	Severability	14
14.4	Right to Rely Upon the Authority of the General Partner	14
14.5	Governing Law	15
14.6	Counterpart Execution	15
14.7	Parties in Interest	15
14.8	Construction of Pronouns	15
14.9	Integrated Agreement	15

iii


Signatures		16

Appendix A

Appendix B

THE PARTNERSHIP INTERESTS ISSUED UNDER THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ABSENT SUCH REGISTRATION UNLESS, IN THE OPINION OF COUNSEL TO THE GENERAL PARTNER, SUCH REGISTRATION IS NOT REQUIRED.

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Bakersfield Rehabilitation Hospital

Limited Partnership

AGREEMENT, dated as of December 23, 1996, by and between HEALTHSOUTH Properties Corporation, a Delaware corporation (the “General Partner”), and HEALTH SOUTH Corporation, a Delaware corporation (the “Limited Partner”).

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

WHEREAS, the parties hereto desire to set forth their respective interests in, and all rights, duties and obligations in and to, the Partnership, all upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement of Limited Partnership do hereby agree as follows:

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Affiliate means (a) any Person directly or indirectly controlling, controlled by or under common control with another Person, (b) any Person owning or controlling 10% or more of the outstanding voting securities of such other Person, (c) any officer, director or partner of such Person, or (d) if such other Person is an officer, director or partner, any company for which such Person acts in any such capacity.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Available Cash Flow means all cash funds of the Partnership on hand at the end of each calendar quarter, less (a) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at the end of such quarter (including those which are in dispute), including, but not limited to, current debt service obligations of the Partnership amounts payable to the Partners under any separate agreements described in Section 7.4 hereof, and (b) provisions for reserves for reasonably anticipated cash expenses and contingencies (which may include additional debt service on indebtedness of the Partnership, future payments under such separate agreements and any other amounts payable to the General Partner or an Affiliate of the General Partner, but without deduction for depreciation and other non-cash expenses; provided, however, that Sale Proceeds shall not be included in Available Cash Flow).

Capital Contribution in respect of any Partner or transferee of such Partner means the amount of all cash and other property, tangible or intangible, contributed by such Partner to the capital of the Partnership.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partner means the party designated as the “General Partner” in the first paragraph of this Agreement, including any successor general partner or general partners substituted pursuant to the provisions of this Agreement.

General Partnership Interest means the entire interest of the General Partner in the Partnership, including the General Partner’s economic interest in capital, profits, losses and distributions of the Partnership, the General Partner’s right to participate in the management of the Partnership and all other rights and obligations accorded under this Agreement or under Alabama law.

General Partnership Percentage means 1%.

Hospital means the inpatient rehabilitation hospital to be owned by the Partnership, together with all satellite locations thereof, which will do business under the name “HEALTHSOUTH Rehabilitation Hospital”, or any other name chosen by the General Partner with the consent of the Limited Partner, including the Partnership’s interest in the premises in which the Hospital is operated, all fixtures and equipment to be utilized in the operation of the Hospital, and all books, records, keys, supplies and other assets necessary for the operation of the Hospital.

Limited Partner means the party designated as the “Limited Partner” in the first paragraph of this Agreement, including any successor limited partner or limited partners substituted pursuant to the provisions of this Agreement.

Limited Partnership Interest means the entire interest of the Limited Partner in the Partnership expressed in Units, including the Limited Partner’s economic interest in capital, profits, losses and distributions of the Partnership and all items of Partnership income, deduction and credit determined pursuant to the Code and the Limited Partner’s rights accorded under this Agreement or under Alabama law.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the Limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Sale Proceeds means all proceeds from any sale, exchange, foreclosure, abandonment, financing or refinancing of all, or substantially all, of the assets of the Partnership, or any portion of such proceeds, or proceeds from condemnation awards or casualty insurance claims, less applicable expenses and any debt paid or prepaid with the proceeds of, or in connection with, such transaction, which proceeds are not used to acquire Partnership assets or in the operation of the Partnership, exclusive of proceeds accruing in the normal course of business.

Section means the designated section of this Agreement if no reference is specified; otherwise the designated section of the specified agreement, statute or regulation or the comparable provision of any successor agreement, statute or regulation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

Unit means an interest in the capital of the Partnership held by the Limited Partner, determined in accordance with the Capital Contribution of the Limited Partner. The authorized number of Units of the Partnership is 99 and each Unit represents a 1.0% interest in the Partnership, except as otherwise provided in Article VIII hereof.

ARTICLE II

ORGANIZATION

2.1 Formation. The parties hereto hereby form a limited partnership under and pursuant to the Act. As required by Sections 10-9A-20, 10-9A-21, 10-9A-23 and 10-9A-25 of the Act, the General Partner shall promptly cause this Certificate, and any amendments thereto, to be filed for record in the office of the Judge of Probate, Jefferson County, Alabama, and as otherwise required by law.

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of California and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH Bakersfield Rehabilitation Hospital Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

2.4 Agent for Service of Process. The Partnership’s agent for service of process in the State of Alabama is HEALTHSOUTH Corporation, Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243, Attention: Legal Services Department. The Partnership’s agent for service of process in the State of Alabama shall be The Corporation Company, 60 Commerce Street, Suite 1100, Montgomery, Alabama 36104.

2.5 Principal Place of Business. The principal place of business of the Partnership shall be located at Two Perimeter Park South, Birmingham, Alabama 35243, or at such other places as the General Partner may from time to time designate by written notice to the Limited Partner. The General Partner may establish such other places of business of the Partnership in addition to the Partnership’s principal place of business when and where required by the Partnership’s business and shall give prompt written notice thereof to the Limited Partner.

2.6 Prior Agreements of Limited Partnership. All prior agreements of limited partnership of the Partnership are hereby amended and restated by this Agreement, which supersedes all such prior agreements in their entirety.

ARTICLE III

PURPOSE

The purpose of the Partnership is to own, manage and operate facilities and programs providing rehabilitative healthcare services and related healthcare services on an inpatient or outpatient basis, and to engage in such other activities as are deemed necessary or advisable by the General Partner and which are in compliance with applicable law.

ARTICLE IV

TERM

The term of the Partnership shall be from the date on which the Certificate is originally filed in the office of the Jefferson County Judge of Probate and shall continue until December 31, 2099, unless sooner terminated by law or as hereafter provided in this Agreement.

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1 General Partner. HEALTHSOUTH Properties Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2 Limited Partner. HEALTHSOUTH Corporation, a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND

ADDITIONAL WORKING CAPITAL

6.1 Capital Contribution of the General Partner. The General Partner shall contribute a total of $1,000 to the capital of the Partnership upon the formation of the Partnership. In exchange for such Capital Contribution, the General Partner shall receive the General Partnership Interest and General Partnership Percentage.

6.2 Capital Contribution of the Limited Partner. The Limited Partner shall contribute the assets formerly utilized by those entities identified on Appendix B hereto in their operations. In exchange for such Capital Contribution, the Limited Partner shall receive 99 Units.

6.3 Withdrawal of Capital Contributions. No Partner shall have the right to withdraw or reduce its Capital Contribution. No Partner shall have the right to demand property other than cash in return for its Capital Contribution.

6.4 Assessments. The Limited Partner will not be subject to assessments for contributions to the capital of the Partnership in excess of the Capital Contribution required by Section 6.2 of this Agreement.

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

6.6 Additional Working Capital. The General Partner shall arrange for working capital loans to the Partnership as the effective operation of the Partnership, as contemplated by Article III hereof, may require. Any such loans may be evidenced by promissory notes containing terms, interest rates, maturities and security as the General Partner, in its sole discretion, shall determine; provided, however, that the General Partner shall use its best efforts to arrange for such loans on the most advantageous terms reasonably determined by the General Partner to be available to the Partnership. The General Partner may pledge or grant security interests in any and all of the Partnership’s assets as security for any indebtedness of the Partnership (i) to the extent required under the terms of the General Partner’s principal credit agreement, as in existence from time to time, or (ii) to the extent otherwise consented to by the Limited Partner.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER;

EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.2 Reimbursement of Expenses Incurred by the Partners. Each Partner may charge the Partnership for all direct costs and expenses reasonably incurred by it in connection with the Partnership’s business.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

7.4 Fees and Other Payments Receivable by the Partners or their Affiliates. The Partners or their Affiliates may receive from the Partnership, on the terms and conditions hereinafter set forth, certain rentals, fees and revenues, which shall be in addition to the interest of the Partners in the net income and loss, Available Cash Flow and Sale Proceeds of the Partnership. Each Partner, by execution of this Agreement, hereby approves, consents to and ratifies all the arrangements pursuant to which the fees, rentals and revenues described below are to be paid. Each Partner expressly acknowledges and agrees that the duties enumerated hereinafter are not duties that are obligations of the other Partner in its capacity as a Partner, but rather are solely contractual obligations of such other Partner or its Affiliates undertaken pursuant to separate contracts with the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND

LOSS; DISTRIBUTIONS

8.1 Capital Accounts: Each Partner shall have a capital account to which such Partner’s Capital Contribution shall be credited, which capital account shall be maintained in the manner provided in United States Treasury Regulations §1.704-1(b)(2)(iv), as amended from time to time. Each Partner’s share of the income or loss of the Partnership shall be credited or charged at least annually to such Partner’s capital account. All distributions to a Partner shall be charged to such Partner’s capital account. If property other than cash is distributed by the Partnership, the capital accounts of the Partners shall be adjusted to reflect how much gain or loss would have been allocated to the respective Partners if the property had been sold at the value or values assigned thereto for purposes of making the distribution. No interest shall be payable on the capital accounts of the Partners.

8.2 Allocation of Income or Loss: In General. Income and loss of the Partnership shall be determined in accordance with the rules for determining federal taxable income and loss. With respect to each fiscal year the General Partner shall be allocated the percentage of all amounts of income, gain, loss or deduction for the year determined pursuant to regulations promulgated under the Code, subject to the provisions of this Article VIII.

8.3 Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow. (a) The General Partner shall cause all amounts of income, gain, loss or deduction of the Partnership to be allocated 1% to the General Partner and 99% to the Limited Partner.

(b) Except as otherwise provided in this Section 8.3, the General Partner shall distribute the Available Cash Flow of the Partnership in accordance with the allocations of income, gain, loss and deduction made pursuant to Section 8.3(a); provided, however, to the extent any amount of a cash distribution would create or increase a deficit in the capital account of any Partner, such amount shall not be distributed to such Partner. Such distributions shall be made in quarterly installments within 45 days after the end of each calendar quarter or at such time or times as the General Partner shall deem practicable. The General Partner shall have the right to withhold any distribution of Available Cash Flow if it deems it to be in the best interest of the Partnership to do so.

8.4 Distribution of Sale Proceeds. The General Partner shall distribute an amount of the Sale Proceeds to the General Partner determined by multiplying the General Partnership Percentage by the amount of the Sale Proceeds, and the remaining Sale Proceeds, equal to the Limited Partnership Percentage, to the Limited Partner at the time of the distribution; provided, however, that to the extent that any amount of a cash distribution to any Partner would create or increase a deficit in the capital account of such Partner, such amount shall not be distributed to such Partner but shall be distributed to the other Partner in proportion to the amounts distributed to such other Partner without regard to this proviso. Such distribution shall be made as soon after the receipt by the Partnership of such Sale Proceeds as the General Partner deems practicable.

8.5 Consequences of Distributions. Upon the determination to distribute funds in any manner expressly provided in this Article VIII, made in good faith, the General Partner shall incur no liability on account of such distribution, even though such distribution may have resulted in the Partnership retaining insufficient funds for the operation of its business, which insufficiency resulted in loss to the Partnership or necessitated the borrowing of funds by the Partnership.

8.6 Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership. If one or more Units are transferred during any fiscal year of the Partnership, the Net Income or net loss attributable to such Unit or Units for such fiscal year shall be divided and allocated between the transferor and the transferee based on the time each such party was, according to the books and records of the Partnership, the owner of record of the Unit or Units transferred during the year in which the transfer occurs. Distributions of Partnership assets in respect of Units shall be made only to persons who, according to the books and records of the Partnership, are the owners of such Units on a date selected by the General Partner. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence unless the General Partner or the Partnership has actual knowledge or notice of any transfer of ownership of any Unit or Units.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTEE

9.1 Powers. Subject to the provisions of Sections 9.4 and 9.5 below, the management and control of the Partnership and its business and affairs shall rest exclusively with the General Partner, which shall have all the rights and powers which may be possessed by a general partner pursuant to Alabama law, and such additional rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of its duties under this Agreement. The General Partner shall be the “tax matters partner” of the Partnership within the meaning of such term under the Code. Without limiting the generality of the foregoing, the General Partner may, at the cost, expense and risk of the Partnership:

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(b) lease, sublease, hold, manage, own and operate the Partnership’s property and business, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(d) purchase from or through others contracts of liability, casualty and other insurance which the General Partner deems advisable for the protection of the Partnership or for any purpose convenient or beneficial to the Partnership;

(e) incur indebtedness in the ordinary course of business;

(f) pledge, grant security interests in, hypothecate or otherwise encumber, under such terms and conditions as the General Partner deems to be in the best interest of the Partnership, any of the assets of the Partnership (other than the Real Property) as security for indebtedness or other obligations of the Partnership; provided that no Partner (except the General Partner in its capacity as the General Partner) shall receive or hold as collateral security any partnership property for any debt owed to such Partner by the Partnership or the General Partner;

(g) subject to the provisions of Section 9.4(v) of this Agreement, sell or otherwise dispose of, under such terms and conditions as the General Partner deems advisable for the Partnership, or for any purpose convenient or beneficial to the Partnership, any of the assets of the Partnership (other than the Real Property);

“money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

(i) contract with any person (including Affiliates of the General Partner) for the transaction of the business of the Partnership, which persons may, under the supervision of the General Partner, act as consultants, accountants, attorneys, brokers, escrow agents, leasing agents, or in any other capacity deemed by the General Partner necessary or desirable, and pay appropriate fees to any of such persons.

9.2 Independent Activities. The Partnership shall be considered to be an entity and business wholly separate, for all purposes, from the business and affairs of the Partners, it being understood that the only obligations undertaken by the Partners are those expressly provided in this Agreement and those which are inherent in the role of a partner of a limited partnership. Each Partner may engage in whatever activities it chooses, whether or not the same be competitive with the Partnership, without having or incurring any obligation to offer any interest in such activities to the Partnership or any party hereto, and as a material part of the consideration for each Partner’s execution hereof, the other Partner hereby waives, relinquishes and renounces any such right or claim of participation.

9.3 Duties. The General Partner shall manage and control the Partnership and its business and affairs to the best of its ability and shall use its best efforts to carry out the business of the Partnership. The General Partner shall devote itself to the business of the Partnership to the extent that it, in its discretion, deems necessary for the efficient carrying on thereof. The General Partner shall act as a fiduciary with respect to the safekeeping and use of the funds and assets of the Partnership.

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

9.5 Net Worth of the General Partner. The General Partner shall have and maintain at all times during which it is the general partner of the Partnership a net worth which is sufficient to conduct the business of the Partnership in a prudent manner and to comply with any requirements of the Code or the regulations thereunder or interpretations by the Internal Revenue Service thereof necessary to avoid the taxation of the Partnership as an association taxable as a corporation.

9.6 Indemnification. Neither the General Partner nor any of its Affiliates, officers, directors, employees or agents shall be liable to the Partnership or the Limited Partner for any action or inaction of the General Partner in connection with the business or affairs of the Partnership, so long as the person against whom liability is asserted acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership. The General Partner and its Affiliates, officers, directors, employees and agents shall be indemnified and held harmless by the Partnership for any claim, liability, damage, loss, or other expense (including, without limitation, investigating and defending any claims and lawsuits and settlement thereof, and legal and accounting costs in connection therewith) incurred by them solely by virtue of the performance by any of them of the duties of the General Partner acting as general partner in connection with the Partnership’s business, so long as such indemnified person acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership; provided that such indemnification or agreement to hold harmless shall be recoverable only out of assets of the Partnership and not from the Limited Partner.

9.7 Succession as General Partner. The General Partner may not assign its General Partnership Interest, in whole or in part, to any subsidiary or other Affiliate of the General Partner, or to any other Person, without the prior written consent of the Limited Partner. Any corporation into which the General Partner may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the General Partner shall be a party (a “Successor Corporation”), shall be the successor of the General Partner hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that subject to applicable securities and similar laws, the General Partner shall timely notify the Limited Partner in writing of any such prospective merger or consolidation and that the General Partner shall require any such Successor Corporation to expressly accept, in writing, all terms and conditions contained in this Agreement and the Management Agreement. In any such event, the General Partner shall amend the Certificate within 60 days after such succession.

ARTICLE X

STATUS OF LIMITED PARTNER

10.1 No Participation in Management. The Limited Partner shall not take part in the management of the business of the Partnership, transact any business for the Partnership,

have the power to sign for or to bind the Partnership to any agreement or document, or otherwise act as an agent for the Partnership for any purpose, except as may be set forth in any other agreement between the Partnership and the Limited Partner. Except as may be otherwise so agreed, such powers to manage and transact Partnership business, to bind or otherwise act as the agent of the Partnership are vested solely and exclusively in the General Partner.

10.2 Limited Liability. The Limited Partner shall not have any personal or corporate liability whatsoever, whether to the Partnership, to the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses beyond the amount committed by it to the capital of the Partnership, as set forth in Section 6.2, and its share of undistributed profits.

10.3 Investment Intent. The Limited Partner represents and warrants to the Partnership and to the General Partner that it has acquired its Units and interest in the Partnership for investment solely for its own account with the intention of holding such Units and interest for investment, without any intention of participating directly or indirectly in any distribution of any portion of such Units or interest, and without the financial participation of any other person in acquiring its Units or interest in the Partnership.

10.4 Unregistered Limited Partnership Interests. The Limited Partner acknowledges that it is aware that its Units and interest in the Partnership have not been registered under the United States Securities Act of 1933, or under any state securities laws. The Limited Partner further acknowledges that its representations and warranties contained in this Agreement are being relied upon by the Partnership and by the General Partner as the basis for the exemption of the Limited Partners’ Units and interests in the Partnership from the registration requirements of applicable securities laws. The Limited Partner further acknowledges that the Partnership will not recognize, and has no obligation to recognize, any sale, transfer or assignment of all or any part of its Units or interest in the Partnership to any person unless and until the prior written consent of the General Partner to such sale, transfer or assignment has been obtained.

10.5 Nature of Investment. The Limited Partner acknowledges that prior to its execution of this Agreement, it received a copy of this Agreement and such other documents relating to the Partnership, the General Partner and the proposed activities of the Partnership as it deems relevant to its investment in the Partnership and that it has examined such documents or caused such documents to be examined by its attorney and financial advisers. The Limited Partner acknowledges that it understands that the purchase of its interest in the Partnership is a speculative investment involving a high degree of risk and represents that it has a net worth sufficient to bear the economic risk of its investment in the Partnership and to justify its investing in a highly speculative venture such as the Partnership.

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.2 Notice of Resignation. Written notice of the resignation of the General Partner shall be given by the General Partner to the Limited Partner. Such notice shall set forth the day upon which the resignation is to become effective, which date shall not be less than 120 days after such notice is given to the parties being notified.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XlI shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP

OF THE PARTNERSHIP

12.1 Dissolution of the Partnership. The Partnership may be dissolved at any time by mutual written consent of the Partners. In addition, the Partnership shall be dissolved upon (a) the resignation of the General Partner, (b) the final judgment by a court having jurisdiction over the General Partner adjudicating the General Partner to be bankrupt, or (c) the expiration of the term of the Partnership. In no event shall the dissolution or bankruptcy of the Limited Partner result in the dissolution of the Partnership.

12.2 Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided under Alabama law; provided, however, that after payment of all Partnership debts, obligations and liabilities, there shall be distributed to each Partner the balance in its capital account, and the remaining assets of the Partnership, if any, shall be distributed in the manner provided for Sale Proceeds in Section 8.4 hereof; provided, however, that all such distributions to Partners with positive capital accounts shall be in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(2), as amended from time to time, and any Partner with a negative capital account shall be required to restore such capital account in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(3), as amended from time to time. For purposes of this Section 12.2 only, the term “Partner” shall include the General Partner notwithstanding its resignation (if such resignation has occurred).

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR, BANKING AND TAX ELECTION

13.1 Books of Account. The Partnership’s books and records (including the current name and address of the Limited Partner) and an executed copy of this Agreement, as currently in effect, shall be maintained at the principal office of the General Partner and each Partner shall have access thereto at all reasonable times. The books and records shall be kept by the General Partner using an appropriate method of accounting consistently applied and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership’s business. The General Partner shall also keep adequate federal income tax records using an appropriate method of accounting on a basis consistently applied. The Limited Partner hereby designates the General Partner to maintain the list required under Section 6112 of the Code and agrees to submit to the General Partner the name, address and social security or taxpayer identification number of a transferee of the Limited Partner and the date of transfer of the Unit or Units so transferred.

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

(b) An annual report within 90 days after the end of each of the Partnership’s fiscal years containing: (i) a balance sheet as of the end of the fiscal year, a statement of income, partners’ equity and changes in financial position and a cash flow statement for the year then ended, all of which shall be prepared in accordance with generally accepted accounting principles, and all of which shall be audited by the then-current independent auditors of the General Partner; and (ii) a report of the activities of the Partnership during the period covered by the report. Such report will set forth distributions to the Partners for the period covered thereby, and shall separately identify distributions from Available Cash Flow during the period, amounts which had been held as reserves and proceeds from disposition or sublease of assets, if any. The report shall also include a detailed statement of any transaction with the Partners or their respective Affiliates and of commissions, compensation and other benefits paid, or accrued to the Partners or their respective Affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

13.4 Banking. All funds of the partnership shall be initially deposited in a separate bank account or accounts or in an account or accounts of a savings and loan association as shall be determined by the General Partner, but such funds may be invested as provided in Section 9.1(h) of this Agreement.

13.5 Tax Election. Upon the transfer of an interest in the Partnership or in the event of a distribution of the Partnership’s property, the Partnership may elect, but is not required to elect, pursuant to Section 754 of the Code to adjust the basis of the Partnership’s property as allowed by Sections 734(b) and 743(b) thereof. The General Partner shall have the sole authority and discretion to make such an election. There shall be no requirement that the General Partner make such an election.

13.6 Tax Returns. The General Partner shall, for each fiscal year, file on behalf of the Partnership with the Internal Revenue Service a partnership return within the time prescribed by law (including any extensions) for such filing. The General Partner shall also file on behalf of the Partnership such state and/or local income tax returns as may be required by law.

ARTICLE XIV

MISCELLANEOUS

14.1 Notice. Except as otherwise specifically provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be duly given if delivered in writing personally to the person to whom it is directed, or if sent by United States certified mail return receipt requested or overnight express, as follows: if to the General Partner, at its address set forth in Section 5.1 of this Agreement or to such other address as the General Partner may from time to time specify by written notice to the Limited Partner pursuant to this Section 14.1, and if to the Limited Partner, at the Limited Partner’s address set forth in Appendix A hereto, or to such other address as the Limited Partner may from time to time specify by written notice to the General Partner and all other Partners pursuant to this Section 14.1. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or as of the date on which the same was received, or in the event delivery is refused, the date such was deposited in the United States mail or with the overnight express company, postage prepaid, addressed and sent as aforesaid.

14.2 Section Captions. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

14.3 Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

authority of the General Partner to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchaser shall have received written notice from the Partnership affecting the same.

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

14.8 Construction of Pronouns. The feminine or neuter of the words “he”, “his” and “him” used herein shall be automatically deemed to have been substituted for such words where appropriate to the particular Limited Partner executing this Agreement.

14.9 Integrated Agreement. This instrument contains the entire agreement of the parties and supersedes any and all prior agreements between the parties, written or oral, with respect to the transactions contemplated hereby. It may not be changed or terminated orally, but may only be changed by an agreement in writing signed by the party or parties against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH PROPERTIES CORPORATION

By		/s/ William W. Horton
		William W. Horton Its Vice President

LIMITED PARTNER:

HEALTHSOUTH CORPORATION

By		/s/ Anthony J. Tanner
		Anthony J. Tanner Its Secretary

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Bakersfield Rehabilitation Hospital

Limited Partnership

GENERAL PARTNER

Name

Mailing Address

General

Partnership

Interest

HEALTHSOUTH Properties Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

LIMITED PARTNER

Name

Mailing Address

Number

Units

Social
Security

Taxpayer

Identification

Number

HEALTHSOUTH Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

APPENDIX B

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Bakersfield Rehabilitation Hospital

Limited Partnership

List of Assets Contributed by the Limited Partner

Bakersfield Regional Rehabilitation Hospital, Inc.

EX-3.39 35 dex339.htm REPORT OF A LIMITED PARTNERSHIP OF HEALTHSOUTH DIAGNOSTIC CENTER OF COLORADO Report of a Limited Partnership of HealthSouth Diagnostic Center of Colorado

Exhibit 3.39

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT

HEALTHSOUTH DIAGNOSTIC CENTER OF COLORADO SPRINGS LIMITED PARTNERSHIP

A Limited Partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on July 21 , 1997.

That the address of the principal office of the Limited Partnership is:

One HEALTHSOUTH Parkway, Birmingham, Alabama 35243

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

One HEALTHSOUTH Parkway, Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

Thomas A. Ansley, Esq., Sirote & Permutt, P.C.,

2222 Arlington Avenue South, Birmingham, Alabama 35205

Sworn to this 21^st day of July , 1997, at Birmingham, Alabama.


DIAGNOSTIC HEALTH CORPORATION General Partner

By:		/s/ Russell H. Maddox
		Russell H. Maddox,
		President

STATE OF ALABAMA

CHANGES FOR: HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership

(name of entity)

1:	Name of Entity HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership

2:	State & County of Formation Alabama; Jefferson Date of Formation July 21, 1997

3:	Please change the registered agent from: Thomas A. Ansley

to: THE CORPORATION COMPANY

4:	Please change the registered address from: Sirote and Permutt, 2222 Arlington Avenue Square, Birmingham AL 35205

to: 2000 Interstate Park Drive, Suite 204, Montgomery AL 36109

5	Please change the principal address from:

to:


6: Please make the following changes other than above:


DATE: June 16, 1998	SIGNATURE:	/s/ William W. Horton
		Diagnostic Health Corp., Its General Partner
		William W. Horton
		(Please Print/Type Name)

		Vice President
		(Your title)

EX-3.40 36 dex340.htm CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF HEALTHSOUTH DIAGNOSTIC CTR. Certificate and Agreement of Limited Partnership of HealthSouth Diagnostic Ctr.

Exhibit 3.40

CERTIFICATE AND AGREEMENT

OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership

TABLE OF CONTENTS


ARTICLE I DEFINED TERMS

ARTICLE II ORGANIZATION			6
	2.1	Formation	6
	2.2	Qualification	6
	2.3	Name	6
	2.4	Agent for Service of Process	6
	2.5	Principal Place of Business	6
	2.6	Prior Agreements of Limited Partnership	7

ARTICLE III BUSINESS			7

ARTICLE IV TERM			7
	4.1	Term	7

ARTICLE V NAMES AND ADDRESSES OF PARTNERS			7
	5.1	General Partner	7
	5.2	Limited Partners	7

ARTICLE VI CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL			8
	6.1	Units	8
	6.2	Capital Contributions of the Partners	8
	6.3	Withdrawal of Capital Contributions	8
	6.4	No Interest on Capital	8
	6.5	No Voluntary Capital Contributions	8
	6.6	Additional Working Capital	8
	6.7	Capital Accounts	9
	6.8	Additional Capital	9
	6.9	Adjustments to Percentage Interests	9
	6.10	Reasonableness of Remedies	10
	6.11	Reduction of Percentage Interest to Zero	10
	6.12	Example	10
	6.13	Representations and Warranties	10
		6.13.1 Organization and Good Standing	11
		6.13.2 Authorization	11
		6.13.3 Title of Contributed Property	11

ARTICLE VII EXPENSES OF THE PARTNERSHIP			11
	7.1	No Compensation to General Partner as General Partner	11
	7.2	Reimbursement of Expenses Incurred by the General Partner	11
	7.3	Organizational and Offering Expenses	11
	7.4	Fees and Charges Receivable by the General Partner or an Affiliate of the General Partner	11
	7.5	Management Agreement	11
	7.6	Equipment	12

ARTICLE VIII ALLOCATION OF INCOME AND LOSS; CASH DISTRIBUTIONS			12
	8.1	Allocation of Income or Loss	12


	8.2	Distribution of Available Cash	12
	8.3	Distribution of Sale Proceeds	12
	8.4	Consequences of Distributions	12
	8.5	Limitation On Loss Allocations Which Create An Adjusted Capital Account Deficit	13
	8.6	Special Allocations	13
		8.6.1 “Minimum Gain Chargeback” Allocations	13
		8.6.2 Partner Minimum Gain Chargeback Rules	13
		8.6.3 Qualified Income Offset Allocations	13
		8.6.4 Gross Income Allocation	13
		8.6.5 Nonrecourse Deductions	14
		8.6.6 Partner Nonrecourse Deductions	14
	8.7	Curative Allocations	14
	8.8	Tax Allocation Rules Under Section 704(c)	14

ARTICLE IX RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER			15
	9.1	Powers	15
	9.2	Independent Activities	16
	9.3	Duties	16
	9.4	Certain Limitations	17
	9.5	Net Worth of the General Partner	17
	9.6	Indemnification	17
	9.7	General Partner as Limited Partner	17
	9.8	Succession as General Partner	17

ARTICLE X STATUS OF LIMITED PARTNERS			17
	10.1	No Participation in Management	17
	10.2	Limited Liability	18
	10.3	Eligibility of Limited Partners	18
	10.4	Investment Intent	18
	10.5	Unregistered Limited Partner Interests	18
	10.6	Nature of Investment	18
	10.7	Agreement not to Compete	19
		10.7.1 Agreement not to Compete; Term; Area	19
		10.7.2 Clarification of Scope of Agreement Not to Compete	19

ARTICLE XI TRANSFER OF INTERESTS IN THE PARTNERSHIP			19
	11.1	In General	19
	11.2	Substituted Limited Partners	20
	11.3	Purchase of Units by the General Partner	21
	11.4	Call Election	21
	11.5	[Reserved]	22
	11.6	Put Election	22

ARTICLE XII RESIGNATION OF THE GENERAL PARTNER			23
	12.1	Resignation of the General Partner	23
	12.2	Notice of Resignation	23
	12.3	Liability of the General Partner after Resignation	23
	12.4	Events of Withdrawal	23

ARTICLE XIII DISSOLUTION AND WINDING UP OF THE PARTNERSHIP			23


	13.1	Dissolution of the Partnership	23
	13.2	Termination	24
	13.3	Return of Capital Account Nonrecourse to Other Partners	25

ARTICLE XIV BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION			25
	14.1	Books of Account	25
	14.2	Financial Reports	25
	14.3	Fiscal Year	26
	14.4	Banking	26
	14.5	Tax Election	26
	14.6	Tax Returns	26
	14.7	Financial Statements	26

ARTICLE XV POWER OF ATTORNEY			26
	15.1	Appointment of Attorney-In-Fact	26
	15.2	Effect of Power	27

ARTICLE XVI MEETINGS AND MEANS OF VOTING			27

ARTICLE XVII MISCELLANEOUS			28
	17.1	Notices	28
	17.2	Confidential Information	28
	17.3	Additional Facilities	28
	17.4	Section Captions	28
	17.5	Severability	28
	17.6	Amendments	28
	17.7	Right to Rely Upon the Authority of the General Partner	29
	17.8	Governing Law	29
	17.9	Waiver of Action for Partition	29
	17.10	Counterpart Execution	29
	17.11	Parties in Interest	29
	17.12	No Rule of Construction	29
	17.13	Waiver of Trial by Jury	30
	17.14	Integrated Agreement	30

iii

CERTIFICATE AND AGREEMENT

OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership

THIS CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership (this “Agreement”) dated as of September 22, 1998 by and among DIAGNOSTIC HEALTH CORPORATION, a Delaware corporation, which is contributing property to the Partnership as the general partner (the “General Partner”) and as a limited partner, and HEALTHSOUTH Corporation, a Delaware corporation (“HEALTHSOUTH”), which is contributing property to the Partnership as a limited partner, and those other parties who from time to time may become limited partners pursuant to the provisions of this Agreement by execution and delivery of this Agreement or counterparts hereof (hereinafter referred to collectively as the “Limited Partners” and referred to individually as a “Limited Partner”).

W I T N E S S E T H

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership under the laws of the State of Alabama called “HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership” (hereinafter referred to as the “Partnership”) for the following defined purposes; and

WHEREAS, the parties to this Agreement are desirous of defining the rights and obligations of the parties hereto.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and undertakings of the parties hereto, it is agreed as follows:

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Accountants means any firm of certified public accountants as may be engaged by the General Partner on behalf of the Partnership for any task.

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Adjusted Capital Account Deficit means, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments.

(1) Credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations §§ 1.704-2(g)(1) and 1.704-2(i)(5); and

(2) Debit to such Capital Account the items described in if 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(i)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of §1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Affiliate means (a) any Person directly or indirectly controlling, controlled by or under common control with, another Person, (b) any Person owning or controlling ten percent or more of the outstanding voting securities of such other Person, (c) any officer, director or partner of such Person, or (d) if such other Person is an officer, director or partner, any company for which such Person acts in any such capacity.

Agreed Value means (1) in the case of any Contributed Property set forth on Appendix B, the Agreed Value of such property as set forth on Appendix B, (ii) in the case of any Contributed Property not set forth on Appendix B, the fair market value of the property at the time of its contribution to the Partnership, and (iii) in the case of any property distributed to a Partner by the Partnership, the Carrying Value of such property at the time such property is distributed, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed.

Agreement means this amended and restated Agreement and Certificate of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Available Cash means all cash funds of the Partnership on hand at the end of each calendar quarter, less (a) provision for payment of all outstanding and unpaid then current cash obligations of the Partnership as of the end of such quarter (including those with third parties which are in dispute), and (b) provisions for reserves for reasonably anticipated cash expenses and contingencies determined in the sole discretion of the General Partner (which may include debt service or indebtedness of the Partnership and any amounts payable to the General Partner or an Affiliate of the General Partner), but without deduction for depreciation and other non-cash expenses. Notwithstanding the foregoing, Sale Proceeds and Capital Expenditure(s), as defined herein, shall not be included in Available Cash.

Capital Account means an individual account maintained in the name of each Partner which account reflects the capital interest of that Partner to which each is share of profit or loss of the Partnership is credited or charged.

Capital Contribution in respect of any Partner or transfer of such Partner means the amount of all cash and other property, tangible or intangible, contributed by such Partner to the capital of the Partnership, as may be adjusted from time to time pursuant to the ruts of this Agreement.

Capital Expenditure means any expenditure for an asset which will be used in a year or years subsequent to the year in which the expenditure is made and which asset is properly classified in relevant financial statements of such entity as equipment, real property or improvements, fixed assets or a similar type of capitalized assets in accordance with generally accepted principles.

Carrying Value means (i) with respect to any Contributed Property, the Agreed Value of such property, reduced (but not below zero) by all Depreciation with respect to such Property charged to the Partners’ Capital Accounts following the contribution of or adjustment with respect to such property, and (ii) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination.

Cash Expenditures means all Partnership cash expenditures of any kind (other than Distributions to Partners and Capital Expenditures) including, but not limited to, Management Fees, Professional Service Fees, debt service on Partnership debt (including interest and principal components), ordinary and necessary operating expenses, taxes, insurance and the like. Cash Expenditures shall not include depreciation, amortization or other non-cash accounting charges against revenues typically made in the determination of the Partnership’s taxable income to be allocated for federal income taxation purposes.

Center(s) means the outpatient diagnostic imaging facilities located at (1) Front Range Imaging Center, 1625 Medical Center Point, Colorado Springs, Colorado, 80907; (2) MRI of Colorado, 2115 East LaSalle Street, Colorado Springs, Colorado, 80909; and (3) Open Air MRI of Colorado, 6455 North Union Boulevard, Colorado Springs, Colorado, 80918 to be owned by the Partnership which will do business as the “HEALTHSOUTH Diagnostic Center of Colorado Springs” or any other name chosen by the General Partner, including the leasehold interest in the premises in which each Center is to be operated, all fixtures and equipment to be utilized in the operation of each Center, and a fee interest in all books, records, keys, supplies and other assets necessary for its operation.

Certificate means this Agreement, which is the Certificate of Limited Partnership of the Partnership required by the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

Contributed Property means each property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed or deemed contributed to the Partnership (including deemed contributions to the Partnership on termination and reconstitution thereof pursuant to Section 708 of the Code).

EBITDA means, for any period, an amount equal to the sum of (i) the income (or deficit) from all operations of the Partnership, including a deduction for the Management Fees accrued during such period, before the provision of income taxes for such period, plus (ii) any amounts incurred or accrued for interest, depreciation and amortization, which amounts shall determined according to financial accounting principles applied by the Partnership on a regular and consistent basis.

General Partner Interest means the entire interest of the General Partner in the Partnership expressed as a percentage determined by subtracting the aggregate Limited Partner Interest from 100%, including the General Partner’s economic interest in capital, profits, losses and distributions of the Partnership, the General Partner’s right to participate in the management of the Partnership and all other rights and obligations accorded under this Agreement or under the Act.

Gross Revenues means all amounts assessed as fees or other charges arising out of the operation of the Center, but excluding proceeds of casualty claims on insurance policies, awards arising from a taking by eminent domain or transfers in lieu thereof, and other similar items of a capital nature.

Limited Partners means the Persons who are, from time to time, admitted to the Partnership as Limited Partners, and whose names, mailing addresses, social security or taxpayer identification numbers, Capital Contributions and the number of Units owned by each, appear in Appendix A to this Agreement, as amended from time to time, including, unless the context otherwise specifically states, the Initial Limited Partner. Such Persons shall become Limited Partners when this Certificate or a duly executed amendment to this Certificate showing that such Persons have become Limited Partners is filed for record as required by the provisions of the Act.

Limited Partner Interest means the entire interest of the Limited Partners in the Partnership expressed in Units or as a percentage, including the Limited Partners’ economic interest in capital, profits, losses and distributions of the Partnership and all items of Partnership income, deduction and credit determined pursuant to the Code and the Limited Partners’ rights accorded under this Agreement or under the Act.

Management Agreement means the Management Agreement to be entered into between the Partnership and the General Partner of even date herewith with respect to the management of the Centers.

Management Fees means the fees paid to the General Partner pursuant to the Management Agreement which fee as at the date hereof shall be an amount equal to six percent of Net Revenues.

Net Book Value means assets minus liabilities of the Partnership.

Net Cash Flow means, for any period, the Partnership’s Gross Revenues less its Cash Expenditures.

Net Revenues means, for any period, Gross Revenues less (i) contractual adjustments or allowances by third-party payers, such as HMOs, PPOs or private insurance carriers and (ii) any account balance or loan receivable that has proven uncollectible.

Nonrecourse Deduction has the meaning set forth in Regulation §1.704-2(b)(1).

Offeror has the meaning set forth in Section 11.6.

Partner means a General Partner or any Limited Partner as the context may require.

Partner Nonrecourse Debt has the meaning set forth in Regulation §l.704-2(b)(4).

Partner Nonrecourse Debt Minimum Gain means an amount, with respect each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulation §1.704-2(i)(3).

Partners means collectively the General Partner and the Limited Partners.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Partnership Interest includes both the General Partner Interest and the Limited Partner Interest.

Partnership Minimum Gain has the meaning set forth in Regulation §§ 1.704-2(b)(2) and 1.704-2(d).

Partnership Return means the United States Partnership Information Return of Income of the Partnership.

Percentage Interest means the interest of a Partner in the Partnership expressed as a ratio of the number of Units held by such Partner to the number of Units outstanding.

Person means a person as that term is defined in Section 7701(a)(l) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Profits and Losses means, for each fiscal year, an amount equal to the Partnership’s taxable income or loss for such fiscal year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(20B) expenditures pursuant to Section 1.704-I(b)(2)(iv)(i) of the Regulations, and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

(iii) In the event the value of any Partnership asset is adjusted, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its value.

(v) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Section 1.704-1(b)(2)(iv)(m)(4) of the Regulations to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Partner’s Partnership Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purpose of computing Profits or Losses; and

(vi) Any items which are specially allocated pursuant to Section 8.6 or 8.7 hereof shall not be taken into account in computing Profits or Losses.

Put Election has the meaning set forth in Section 11.6.

Regulations means the regulations promulgated pursuant to Code from time to time.

Reserves mean, with respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the General Partner for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Partnership’s business.

Sale Proceeds means all proceeds from any sale, exchange, foreclosure, abandonment, financing or refinancing of all of the assets of the Partnership, or any portion of such proceeds, or proceeds from any condemnation awards or casualty insurance claims, less applicable expenses and any debt paid or prepaid with the proceeds of, or in connection with, such transaction, which proceeds are not used to acquire Partnership assets or in the operation of the Center, exclusive of proceeds accruing in the normal course of business.

Unit means an interest in the capital of the Partnership of which a Partner is a holder and the aggregate of all Units equals the aggregate of the capital of the Partnership.

ARTICLE II

ORGANIZATION

2.1 Formation. The parties hereto hereby form a limited partnership under and pursuant to the Act. As required by Sections 10-9A-20, 10-9A-21, 10-9A-23 and 10-9A-25 of the Act, the General Partner shall promptly cause this Agreement, and any amendments thereto, to be filed for record in the office of the Judge of Probate, Jefferson County, Alabama, and as otherwise required by law.

2.2 Qualification. After the filing of this Certificate pursuant to the Act as set forth in Section 2.1, the General Partner shall take such action as shall be required to qualify the Partnership to transact business as a foreign limited partnership in Colorado.

2.3 Name. The name of the Partnership is “HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership.” The business of the Partnership may be conducted under any name chosen by the General Partner, and the General Partner may, in its sole discretion from time to time, change the name of the Partnership without the consent of the Limited Partners.

2.4 Agent for Service of Process. The Partnership’s agent for service of process in the State of Alabama is Mr. Thomas A. Ansley, Sirote & Permutt, P.C., 2222 Arlington Avenue South, Birmingham, Alabama 35205. The Partnership’s agent for service of process in the State of Colorado is The Corporation Company, 1675 Broadway, Denver, Colorado, 80202.

2.5 Principal Place of Business. The principal place of business of the Partnership shall be located at One HEALTHSOUTH Parkway, Birmingham, Alabama 35243, or at such other places as the General Partner may from time to time designate by written notice to the Limited Partners. The operations of the Partnership shall be conducted only at the Centers unless the Partners unanimously agree otherwise. The General Partner may establish such other places of business of the Partnership in addition to the Partnership’s principal place of business when and where required by the Partnership’s business and shall give prompt written notice thereof to the Limited Partners.

2.6 Prior Agreements of Limited Partnership. All prior agreements of limited partnership of the Partnership are hereby amended and restated by, and merged into, this Agreement.

ARTICLE III

BUSINESS

The business to be conducted by the Partnership shall be to acquire, lease, hold, manage and operate the Centers, and to carry on any and all activities necessary, proper, convenient or advisable in connection therewith. The Partnership shall be permitted to conduct any other lawful business as the General Partner shall determine.

ARTICLE IV

TERM

4.1 Term. The term of the Partnership shall commence on the date of the filing of this Agreement and Certificate of Limited Partnership in the Office of the Judge of Probate of Jefferson County, Alabama, and shall continue until December 31, 2047; provided that the Partnership shall be dissolved prior to such date in the event that one or more of the following occurs:

4.1.1 the sale or other disposition of all of the assets owned by the Partnership unless prohibited from dissolving by law or by prior agreement of the Partners whose aggregate Partnership Interest is equal to or greater than 50%;

4.1.2 the consent of Partners whose aggregate Partnership Interest is greater than 50%;

4.1.3 the occurrence of any event causing dissolution as provided elsewhere in this Agreement; or

4.1.4 the occurrence of any event causing dissolution under the Act.

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1 General Partner. Diagnostic Health Corporation, a Delaware corporation, is the General Partner, and its principal place of business is One HEALTHSOUTH Parkway, Birmingham, Alabama 35243.

5.2 Limited Partners. The name, mailing address, the Capital Contribution of, the number of Units held by, and the social security or taxpayer identification number of, each Limited Partner of the Partnership is set forth in Appendix A attached to this Agreement, as amended from time to time, which is incorporated herein by reference and made a part hereof as though set out in full herein. Such information shall always be kept available to any Partner at the principal place of business of the Partnership.

ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.1 Units. The initially authorized number of Units of Partnership is 1000 of which 100 Units are issued as provided herein. Each Unit represents a one percent interest in the Partnership or one percent of the Partnership Interest. Except as otherwise provided in Section 6.11, the Partnership may not issue additional Units or fractional Units without the consent of all Partners. The General Partner may reallocate its General Partner Interest among its Affiliates as Limited and/or General Partners.

6.2 Capital Contributions of the Partners. The Limited Partners hereby contribute to the capital of the Partnership the Contributed Property set forth on Appendix B attached to this Agreement in exchange for the number of Units set forth in Appendix A, each of which is equal to a one percent interest in the Partnership. With respect to Contributed Property delivered as a Capital Contribution, the Partners hereby agree that the value of such Contributed Property shall be its Agreed Value as set forth in Appendix B. Each additional Partner shall contribute to the capital of the Partnership such total amount of cash or property, tangible or intangible, for each Unit, or fraction thereof, as the General Partner, in its sole discretion and in the best interest of the Partnership, shall determine, to be delivered upon execution and delivery of an amendment to this Agreement. Each Partner acknowledges that the Partners may contribute different amounts of Capital Contributions, and hereby waives any claims or causes of action based on, or arising out of, the payment of such different amounts. When property other than cash is delivered as a Capital Contribution, such property shall be valued by the General Partner, which reasonable valuation, based upon objective facts, shall be conclusive.

6.3 Withdrawal of Capital Contributions. No Limited Partner, shall have the right to withdraw or reduce its Capital Contribution without the consent of the General Partner, which consent may be withheld in the General Partner’s sole discretion. No Limited Partner shall have the right to demand or receive property other than cash in return for its Capital Contribution, and no Limited Partner shall have priority over any other Limited Partner, either as to the return of Capital Contributions or as to profits, losses, or distributions. The General Partner will not withdraw its Capital Contribution prior to the dissolution and liquidation of the Partnership or the time the Limited Partners have withdrawn their Capital Contributions, whichever first occurs.

6.4 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

6.5 No Voluntary Capital Contributions. No Limited Partner shall have the right to make voluntary contributions to the capital of the Partnership.

6.6 Additional Working Capital. The General Partner agrees either to provide or attempt to arrange for working capital loans to the Partnership in such amounts and upon such terms as the effective operation of the Partnership may require. Any such loans may be evidenced by promissory notes containing terms, interest rates, maturities, and security as the General Partner, in its sole discretion, shall determine; provided that if the General Partner provides such loans, the terms of such loans shall be at rates and on terms which the General Partner or its corporate parent company, HEALTHSOUTH Corporation, has available to it in the marketplace at the time such funds are advanced. The General Partner may pledge or grant security interests in any and all of the Partnership’s assets as security for any indebtedness of the Partnership. In arranging such loans, the General Partner shall not be required to provide any collateral or any assurances in addition to its obligations pursuant to applicable law as a general partner.

6.7 Capital Accounts. An individual Capital Account shall be maintained in the name of each Partner. The Capital Account shall reflect the capital interest of each Partner and shall be maintained in accordance with Regulation Section 1.704-1(b)(2)(iv). The Capital Contributions actually paid into the Partnership (which for this purpose shall include “deemed” contributions of property to the Partnership under Code §708) shall be credited to each Partner’s Capital Account. The Capital Account of each Partner (General as well as Limited Partners) shall be (a) increased by (1) the amount of money contributed by that Partner to the Partnership (2) the fair market value of property contributed by that Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Code §752), and (3) allocations to that Partner of Partnership income and gain including income and gain exempt from tax and income and gain as computed for book purposes, in accordance with Regulation §1.704-1(b)(2)(iv)(g), excluding, however, allocations made pursuant to Regulation Section 1.704-1(b)(4)(i); (b) decreased by (1) the amount of money distributed to that Partner by the Partnership, (2) the fair market value of property distributed to that Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to under Code §752), (3) allocations of expenditures of the Partnership described in Code § 705(a)(2)(B), and (4) allocations of Partnership loss and deduction, including loss and deduction, computed for book purposes, as described in Regulation 1.704-1(b)(2)(iv)(g), excluding, however, allocations made pursuant to Regulation Sections 1.704-1(b)(4)(i) and 1.704-1(b)(4)(iii), and (c) otherwise adjusted in accordance with Regulation § 1.704-1(b)(2)(iv).

6.8 Additional Capital. To the extent that the Partnership• requires funds for expenditures for Capital Expenditures other than as hereinabove provided for (“Additional Capital”), the General Partner shall give at least ten days’ written notice (the “Capital Notice”) to the Partners, specifying in reasonable detail (i) the total amount of Additional Capital required; (ii) each Partner’s pro rata share (the “Requested Amount”) of the Additional Capital; (iii) the date (the “Capital Demand Daze”) on which the Additional Capital is to be contributed to the Partnership; and (iv) the terms on which the Additional Capital is to be contributed to the Partnership. Each Partner shall contribute its Requested Amount on or before the Capital Demand Date. In the event any Partner fails to contribute its Requested Amount prior to the Capital Demand Date (such Partner being herein referred to as the “Defaulting Partner”), then each nondefaulting Partner (“Nondefaulting Partner”) shall have the right to contribute the amount of capital not contributed by the Defaulting Partner in proportion to the ratio of the respective Percentage Interest of the Nondefaulting Partners who so contribute. In the event a Nondefaulting Partner contributes toward the Requested Amount not contributed by the Defaulting Partner but contributes less than its pro rata share of such amount, the difference may be contributed by any or all of the other Nondefaulting Partners, pro rata. All such contributions shall be made within 10 days of notification to the Nondefaulting Partners of the Defaulting Partner’s failure to contribute the full Requested Amount. In the event the Nondefaulting Partners do not contribute sums sufficient to cover the amount of capital not contributed by the Defaulting Partner within said 10 days, the General Partner may provide or arrange for a loan evidenced by promissory notes containing terms, interest rates, maturities, and security as the General Partner, in its sole discretion, shall determine; provided that if the General Partner provides such loans, the terms of such loans shall be substantially similar to those terms which might be arranged with a non-Affiliate lender. The General Partner may pledge or grant security interests in any and all of the Partnership’s assets as security for any indebtedness of the Partnership. In arranging such loans, the General Partner shall not be required to guarantee, or otherwise put its credit behind, any loans from third-party institutions.

6.9 Adjustments to Percentage Interests. In the event the Nondefaulting Partners contribute all or any part of a Defaulting Partner’s Requested Amount to the Partnership, then, effective from the Capital Demand Date, the Percentage Interest of each Partner shall hereupon be recalculated so that (1) the Percentage Interest of the Defaulting Partner shall be equal to, the amount of capital previously contributed by the Defaulting Partner to the Partnership divided by the sum of (i) the amount

of the Additional Capital plus (ii) the aggregate amount of the Capital Contributions of all the Partners immediately prior to the Capital Demand Date, and (2) the Percentage Interest of each Nondefaulting Partner immediately prior to the contribution of the Additional Capital shall be increased by the amount of decrease to the Percentage Interest of the Defaulting Partner pursuant to the recalculation set forth in clause (1) of this Section 6.9, to be added to the respective Percentage Interest of each Nondefaulting Partner on a pro rata basis. Notwithstanding anything herein to the contrary, the Partnership may issue additional Units or fractional Units to reflect any changes in the Percentage Interest of each Partner as required in this Section 6.9.

6.10 Reasonableness of Remedies. The Partners hereby acknowledge to one another that because of the difficulty in calculating the damage that may result from failure of a Partner to make a capital contribution when required by the agreements set forth in Section 6.8 hereof, the reductions of a Partner’s Percentage Interest for failure to make a required contribution and the basis of calculation for such reductions have been approved by the General Partner and Limited Partners as fair and reasonable and shall be the sole and exclusive remedy of the Partnership for the failure to comply with the terms of Section 6.8 hereof.

6.11 Reduction of Percentage Interest to Zero. If a Defaulting Partner’s Percentage Interest shall be reduced to zero, then the Defaulting Partner shall have no further right, title or interest in or to the Partnership and shall, upon the request of the Partnership, execute and deliver to the Partnership such documents of transfer and assignment, and such other instruments as the General Partner shall reasonably request, to confirm that the Defaulting Partner has no further right, title or interest in or to the Partnership. Upon execution and delivery of such requested documents or instruments, the indemnification previously provided by such Defaulting Partner shall be of no further force and effect.

6.12 Example. The following example is intended to illustrate how Sections 6.8 and 6.9 hereof work: Assume total initial Capital Contributions of $2,250,000. The General Partner notifies all Limited Partners that the Partnership needs Additional Capital of $500,000. A Limited Partner, whose Percentage Interest is 30%, fails to contribute its Requested Amount of $ 150,000, which is subsequently contributed by the Nondefaulting Partners. Under Section 6.9 hereof, the Defaulting Partner’s and the Nondefaulting Partner’s Percentage Interest would be adjusted as follows:


(1)	Limited Partnership Percentage Interest of Defaulting Partner Before Default		30	%
(2)	Capital Previously Contributed by Defaulting Partner	$	675,000
(3)	Capital Previously Contributed by All Partners	$	2,250,000
(4)	Additional Capital	$	500,000
(5)	Add figures in items (3) and (4)	$	2,750,000
(7)	Divide figure in item (2) by the figure in item (5)		675,000/2,750,000
(8)	Percentage Interest of Defaulting Partner After Default		24.55	%
(9)	Percentage Interest of Nondefaulting Partner Before Default		70	%
(10)	Subtract item (8) from item (1)		5.45	%
(11)	Percentage Interest of Nondefaulting Partner after Default and contribution by Nondefaulting Partners (add item (10) to item (9))		75.45	%

6.13 Representations and Warranties. The General Partner and HEALTHSOUTH hereby represent, warrant and covenant to each other as follows:

6.13.1 Organization and Good Standing. Each of the General Partner and HEALTHSOUTH is a corporation duly organized, validly existing in good standing under the laws of the State of Delaware and each has full power and authority to own its properties and assets and to carry on its business as now owned and operated.

6.13.2 Authorization. Each of the General Partner and HEALTHSOUTH has full power and authority to contribute to the Partnership any Contributed Property as specified in Section 6.2. The delivery of such Contributed Property by the General Partner or HEALTHSOUTH shall be duly and validly authorized.

6.13.3 Title of Contributed Property. Prior to the delivery by the General Partner or HEALTHSOUTH of any Contributed Property to the Partnership, the General Partner or HEALTHSOUTH shall hold the interest of such Contributed Property free and clear of all security interests, pledges, claims, liens, encumbrances, charges and assessments, restriction agreements or any other restrictions, preemptive or similar right or any other rights or interests of any other person. The General Partner or HEALTHSOUTH shall have the full legal right, power and authority to sell, assign and transfer the Contributed Property to the Partnership; and such Contributed Property shall not be subject to any restrictions on transferability-and may be transferred to the Partnership. Upon transfer of the Contributed Property to the Partnership, the Partnership will receive good and marketable title to such interest in the Contributed Property, free and clear of all security interests, pledges, liens, encumbrances, claims, charges, assessments and restrictions.

ARTICLE VII

EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.2 Reimbursement of Expenses Incurred by the General Partner. The General Partner may charge the Partnership for all direct costs and expenses incurred by it in connection with the conduct of the Partnership’s business, including legal and accounting expenses.

7.3 Organizational and Offering Expenses. All expenses incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

7.4 Fees and Charges Receivable by the General Partner or an Affiliate of the General Partner. In addition to the rights of the General Partner to receive its allocable share of taxable income and loss, Available Cash and Sale Proceeds, the General Partner shall have the right to receive the Management Fees and financing charges or interest as provided herein. The Initial Limited Partner and each Limited Partner, upon the execution of this Agreement, hereby approves, consents to, and ratifies all the arrangements pursuant to which the fees, rentals, and revenues described below are to be paid. The Initial Limited Partner and the Limited Partners expressly acknowledge and agree that the duties enumerated hereinafter are not duties that are obligations of the General Partner in its capacity as general partner, but rather are solely contractual obligations of the General Partner and/or its Affiliates undertaken pursuant to separate contracts with the Partnership.

7.5 Management Agreement. The General Partner will enter into the Management Agreement with the Partnership pursuant to which the General Partner will provide management, administration, purchasing and other services and support, financial and otherwise, to the Partnership in exchange for a management fee of 6% of the Net Revenues, paid on a monthly basis. The Management

Agreement also provides that the General Partner shall be reimbursed for all reasonable, verified direct costs and expenses for services provided the Partnership pursuant to the Management Agreement and shall make available to any Limited Partner reasonable records regarding the same. The Management Agreement may be renewed by the General Partner but may not be modified or amended without the consent of the Limited Partners.

7.6 Equipment. The General Partner and/or its Affiliates are engaged in the business of selling and renting medical equipment and supplies. It is contemplated that to the extent the General Partner and/or such Affiliates of the General Partner can provide to the Partnership equipment and supplies as may be needed to equip and operate the Center, such equipment and supplies will be pm-chased and/or leased from the General Partner and/or such Affiliates of the General Partner. All such equipment and supplies purchased or rented by the Partnership from the General Partner or an Affiliate of the General Partner shall be sold to and purchased or rented by the Partnership at competitive local rates or prices.

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS;

CASH DISTRIBUTIONS

8.1 Allocation of Income or Loss. Profits and Losses of the Partnership shall be determined in accordance with the rules of Subchapter K of the Code. After giving effect to the special allocations set forth in Sections 8.5 and 8.6 hereof, the Profits and Losses of the Partnership with respect to each fiscal year shall be allocated to the General Partner in an amount equal to the General Partner’s Percentage Interest, and to the Limited Partners in an amount equal to the aggregate Limited Partner’s Percentage Interest. If property other than cash is distributed by the Partnership, the Capital Accounts of the Partners shall be adjusted to reflect how much Profit or Loss would have been allocated to the respective Partners if the property had been sold at the value or values assigned thereto for purposes of making the distribution. Allocations among the Limited Partners shall be based on the number of Units, or fraction thereof, owned by each Limited Partner.

8.2 Distribution of Available Cash. The Available Cash of the Partnership shall be allocated and distributed to the General Partner in an amount determined by multiplying the General Partner Interest by the amount of the Available Cash, and to the Limited Partners in the amount determined by multiplying the Limited Partner Interest by the amount of Available Cash. Such distributions shall be made in quarterly installments within 75 days after the end of each calendar quarter or as soon thereafter as practicable.

8.3 Distribution of Sale Proceeds. Except in the case of a dissolution of the Partnership pursuant to Article 13 below, the Sale Proceeds shall be allocated and distributed to the Partners in proportion to their respective Partnership Interests. Such distribution shall be made as soon after the receipt by the Partnership of such Sale Proceeds as the General Partner deems practicable.

8.4 Consequences of Distributions. Upon the determination to distribute funds in any manner expressly provided in this Article 8, made in good faith, the General Partner shall incur no liability on account of such distribution, even though such distribution may have resulted in the Partnership retaining insufficient funds for the operation of its business, which insufficiency resulted in loss to the Partnership or necessitated the borrowing of funds by the Partnership, or the Partnership or a Limited Partner otherwise was adversely affected by such distribution.

8.5 Limitation On Loss Allocations Which Create An Adjusted Capital Account Deficit. The Losses allocated pursuant to Section 8.1 hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Partner to have an Adjusted Capital Account Deficit at the end of any fiscal year. In the event some but not all of the Partners would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 8.1 hereof, the limitation set forth in this Section 8.5 shall be applied on a Partner by Partner basis so as to allocate the maximum permissible Losses to each Partner under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitations set forth in this Section 8.5 shall be allocated to the General Partner.

8.6 Special Allocations. The following special allocations shall be made in the following order:

8.6.1 “Minimum Gain Chargeback” Allocations. Except as otherwise provided in Regulation § 1.704-2(f), and notwithstanding any other provision of this Section 8, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable year, each Partner shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulation §1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulation §§1.704-2(f)(6) and 1.704-2(j)(2). This Section 8.9 is intended to comply with the minimum gain chargeback requirement in Regulation §1.704-2(f) and shall be interpreted consistently therewith.

8.6.2 Partner Minimum Gain Chargeback Rules. Except as otherwise provided in Regulation §1.704-2(i)(4), and notwithstanding any other provision of this Section 8, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable year, each Palmer who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulation §1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulation §1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulation §§1.704-2(i)(4) and 1.704-2(j)(2). This Section 8.10 is intended to comply with the minimum gain chargeback requirement in Regulation §1.704-2(i)(4) and shall be interpreted consistently the therewith.

8.6.3 Qualified Income Offset Allocations. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulations §§1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 8.6.3 shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 8 have been tentatively made as if this Section 8.6.3 were not in the Agreement. This special allocation shall be referred to as the “Qualified Income Offset” and is intended to comply with Regulations §1.704-1(b)(2)(ii)(d).

8.6.4 Gross Income Allocation. In the event any Partner has a deficit Capital Account at the end of any taxable year of the Partnership which is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to any provision of this Agreement, a (ii) the amount such Partner

is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations §§1.704-2(g)(1) and 1.7042(1)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.6.4 shall be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other obligations provided for in this Section 8 have been made as if Section 8.6.3 hereof and this Section 8.6.4 were not in the Agreement.

8.6.5 Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be specially allocated to the General Partner and the Limited Partners in proportion to their respective Partnership Interest.

8.6.6 Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any taxable year shall be specially allocated to the General Partner or Limited Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations § 1.704-2(i)(l).

8.7 Curative Allocations. The allocations set forth in §§8.5 and 8.6 hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 8.7. Therefore, notwithstanding any other provision of this Section 8 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, the General Partner’s and each Limited Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such General Partner or Limited Partner would have had if the Regulatory Allocations were not part of the Agreement and all Partnership items were allocated pursuant to Section 8.1 hereof. In exercising its discretion under this Section 8.7, the General Partner shall take into account future Regulatory Allocations under Sections 8.6.1 and 8.6.2 hereof that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 8.6.5 and 8.6.6 hereof.

8.8 Tax Allocation Rules Under Section 704(c). Notwithstanding any provision of this Agreement to the contrary, but solely for tax purposes, any gain or loss with respect to property contributed to the Partnership by a Partner shall be allocated among the Partners so as to take account of the variation between the adjusted basis and the fair market value of contributed property at the time of contribution. The appreciation or diminution in value represented the difference between the adjusted basis and the fair market value of the contributed property at the time of the contribution will thus be attributed to the contributing Partner upon a subsequent sale or exchange of the property by the Partnership as required by Section 704(c) of the Code. The appreciation or diminution will also be used in allocating the allowable depreciation or depletion with respect to the property among the contributing Partner and the noncontributing Partners as required by Section 704(c) of the Code. Furthermore, any gain, loss, depreciation, depletion or amortization, as computed for tax purposes, with respect to property which is revalued pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations shall be allocated so as to take account of the variation between the adjusted tax basis and book value of the property as required by Section 704(c) of the Code and Section 1.704-1(b)(4)(i) of the Regulations. Any elections or other decisions relating to allocations under this Section will be made in any manner that the General Partner determines reasonably reflects the purpose and intention of this Agreement. Allocations under this Section are solely for purposes of federal, state and local taxes and will not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of income, losses or other items or distributions under any provision of this Agreement.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER

9.1 Powers. The management and control of the Partnership and its business and affairs shall rest exclusively with the General Partner, which shall have all the rights and powers which may be possessed by a general partner pursuant to the Act, and such additional rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of its duties under this Agreement. The General Partner shall be the “tax matters partner” within the meaning of the Code. Without limiting the generality of the foregoing, the General Partner may, at the cost, expense and risk of the Partnership:

9.1.1 spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

9.1.2 lease, sublease, hold, manage, own and operate the Centers, and enter into agreements containing such terms, provisions and conditions with respect to the Centers or the Partnership as the General Partner in its sole discretion shall approve;

9.1.3 purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such teems, provisions and conditions as the General Partner in its sole discretion shall approve as being in the best of interest of the Partners;

9.1.4 purchase from or through others contracts of liability, casualty and other insurance which the General Partner deems advisable for the protection of the Partnership or the Partners or for any purpose convenient or beneficial to the Partnership;

9.1.5 purchase, lease or otherwise acquire other real estate projects upon such terms as the Partners shall unanimously approve;

9.1.6 incur indebtedness for the Partnership, whether in or out of the ordinary course of business;

9.1.7 pledge, grant security interests in, hypothecate or otherwise encumber, under such terms and conditions as the General Partner deems to be in the best interest of the Partnership, any of the assets of the Partnership as security for indebtedness or other obligations of the Partnership;

9.1.8 sell or otherwise dispose of, under such terms and conditions as the General Partner deems advisable for the Partnership, or for any purpose convenient or beneficial to the Partnership, any or all of the assets of the Partnership;

9.1.9 invest in short-term debt obligations excluding without limitation, obligations of federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations;

9.1.10 commingle the assets and cash of the Partnership with the assets and cash of the General Partner and its Affiliates; provided that separate bookkeeping accounts are maintained by the General Partner for the Partnership and each Affiliate, complete records of which shall be made and are made available to each Limited Partner upon request;

9.1.11 use the business office of the Partnership to manage other Affiliates of the General Partner, or use the business office of an Affiliate of the General Partner to manage the business office of the Partnership; provided the costs and expenses thereof are allocated among the different Affiliates in a reasonable manner in accordance with accepted cost accounting procedures and practices consistently applied; or

9.1.12 appoint, employ, or contract with any person (including Affiliates of the General Partner) to act on behalf of the Partnership for the transaction of the business of the Partnership, which persons may, under the supervision of the General Partner, act as consultants, accountants, attorneys, brokers, escrow agents, leasing agents, or in any other capacity deemed by the General Partner necessary or desirable, and pay appropriate fees to any of such persons.

9.2 Independent Activities.

9.2.1 Except as otherwise provided in Section 9.2.2, the General Partner may engage in whatever activities it chooses, whether or not the same be competitive with the Partnership, without having or incurring any obligation to offer any interest in such activities to the Partnership or any party hereto, and, as a material part of the consideration for the Partner’s execution hereof, each Limited Partner hereby waives, relinquishes and renounces any right or claim of participation. The Partnership shall be considered to be an entity and business wholly separate, for all purposes, from the business and affairs of the General Partner and its Affiliates, it being understood that the only obligations undertaken by the General Partner are those expressly provided in this Agreement and those which are inherent to the role of a general partner and the fiduciary obligations of the General Partner to the Limited Partners and to the Partnership imposed by the Act and by the common law.

9.2.2 The parties recognize that the General Partner may engage in activities competitive with the business of the Partnership. In the event the General Partner proposes to engage in any activities (other than those activities of the General Palmer or its Affiliates related to the diagnostic facility at the Penrose Hospital in Colorado Springs, Colorado) in the Counties of El Paso and Pueblo, Colorado, the General Partner grants the Partnership a first refusal option upon the same terms and conditions as the General Partner shall propose to engage in such competitive activities, which the General Partner intends to accept (or has accepted subject to the Partnership’s right of first refusal granted herein). If the General Partner receives such an offer or reaches such an agreement with a party, the General Partner shall promptly notify the Partnership of the purchase price and all other material terms and conditions of such agreement, together with a copy of such offer, and Partnership shall have 30 days after receipt of such notice from the General Partner within which time to exercise the Partnership option to engage in such activities. If the Partnership exercises its option, then such engagement shall be consummated within the time set forth in the third-party offer and in accordance with the provisions of this Section. If the Partnership shall not exercise the option to engage in such activities within such 30-day period after notice from the General Partner, the General Partner shall be free for a period of 90 days after the expiration of such 30-day period to commence such activities upon substantially the same terms and conditions as set forth in such offer. In the event such activities are not consummated within such 90-day period, the Partnership shall be entitled to exercise its right of first refusal as provided in this Section as to any subsequent proposed competitive activity.

9.3 Duties. The General Partner shall devote itself to the business of the Partnership to the extent that it, in its discretion, deems necessary for the efficient carrying on thereof. The General Partner explicitly acknowledge that it is a fiduciary with respect to all affairs of the Partnership including the safekeeping and use of the funds and assets of the Partnership.

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, except as otherwise provided herein, without obtaining the consent of Limited Partners holding 50% of the outstanding aggregate Limited Partner Interest, or such greater Limited Partner Interest as is required under the Act, the General Partner shall not: (i) act in contravention of this Agreement; (ii) confess a judgment against the Partnership; or (iii) except as permitted by Section 17.6 or as required to perform acts authorized in Sections 2.3 and 9.1 hereof, amend this Agreement.

9.5 Net Worth of the General Partner. The General Partner shall have and maintain at all times during which it is the general partner of the Partnership a net worth which is sufficient to conduct the business of the Partnership in a prudent manner and sufficient to comply with any requirements of the Code or the regulations thereunder or interpretations of the Internal Revenue Service with respect to either thereof necessary to avoid the taxation of the Partnership as an association taxable as a corporation.

9.6 Indemnification. Neither the General Partner nor any of its Affiliates, officers, directors, employees or agents shall be liable to the Partnership or any Limited Partner for any action or inaction of the General Partner in connection with the business or affairs of the Partnership, so long as the person against whom liability is asserted acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership, but only if such course of conduct does not constitute gross negligence or willful misconduct. The General Partner and its Affiliates, officers, directors, employees and agents shall be indemnified and held harmless by the Partnership from and against costs or expenses directly attributable to any claim, liability, damage, loss, or other expense (including, without limitation, investigating and defending any claims and lawsuits and settlement thereof, and legal and accounting costs in connection therewith) incurred by any such entity or entities solely by virtue of the performance by any of them of the duties of the General Partner acting as general partner in connection with the Partnership’s business, so long as such indemnified person acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership, but only if such course of conduct does not constitute gross negligence or willful misconduct; provided that such indemnification or agreement to hold harmless shall be recoverable only out of assets of the Partnership and not from the Limited Partners.

9.7 General Partner as Limited Partner. The General Partner may be a Limited Partner to the extent that it (a) contributes capital under Section 6.2, or (b) Purchases or otherwise acquires or becomes the transferee of all or any part of a Limited Partner Interest.

9.8 Succession as General Partner. The General Partner may at any time assign its General Partner Interest to any Affiliate of the General Partner without the consent of the Limited Partners. Any corporation into which the General Partner may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Partner shall be a party, shall be the successor of the General Partner hereunder, without the execution or filing of any document or any further act on the part of any of the parties hereto. In any such event, the General Partner shall amend this Certificate within 90 days thereafter.

ARTICLE X

STATUS OF LIMITED PARTNERS

10.1 No Participation in Management. Except as provided in the Professional Radiology Services Agreement entered into of even date herewith, no Limited Partner shall take part in the management of the business of the Partnership, transact any business for the Partnership, have the power to sign for or to bind the Partnership to any agreement or document, or otherwise act as an agent for the Partnership for any purpose. Such powers to manage and transact Partnership business, to bind or otherwise act as the agent of the Partnership are vested solely and exclusively in the General Partner.

10.2 Limited Liability. Subject to the provisions of the Act, no Limited Partner shall have any personal liability, whether to the Partnership, to the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses beyond the amount committed by him to the capital of the Partnership as set forth or referred to in Section 6.2, and the Limited Partner’s share of undistributed profits.

10.3 Eligibility of Limited Partners. Without the prior written consent of the General Partner, which may be withheld in its sole discretion, no Person shall be liable to be a Limited Partner, or a member, partner or shareholder of a Limited Partner which is not an individual, unless, at the time such Person purchases or otherwise acquires a Unit, such Person shall meet the requirements contained in Section 11.1 below, and shall have agreed to be bound by all the terms and conditions of this Agreement and such other terms and conditions as the General Partner may reasonably request. Without limiting the generality of the foregoing, the General Partner may require certain representations and warranties from a Limited Partner in order to comply with federal, state or local laws and regulations concerning the purchase and sale of securities, tax consequences and other matters applicable to the Partnership or the General Partner. The General Partner may require any Person desiring to become a Limited Partner to execute an option for the Partnership to repurchase such Person’s Limited Partner Interest on terms determined by the General Partner on a case by case basis even if such terms are different than the terms and conditions of this Agreement or the terms and conditions of options to purchase the Limited Partner Interests of others. If the Partnership has such an option to repurchase a Limited Partner’s Limited Partner Interest and also has the right to purchase a Limited Partner’s Limited Partner Interest under Article XI hereof, the Partnership may choose which method it desires to purchase such Limited Partner Interest.

10.4 Investment Intent. Each Limited Partner represents and warrants to the partnership and to the General Partner that it has acquired its Units and interest in Partnership for investment solely for its own account with the intention of holding such Units and interest for investment, without any intention of participating directly or indirectly in any distribution of any portion of such Units or interest, and without the financial participation of any other person in acquiring its Units or interest in the Partnership.

10.5 Unregistered Limited Partner Interests. Each Limited Partner acknowledges that its Units and interest in the Partnership have not been registered under the United States Securities Act of 1933, or under any state securities laws. Each Limited Partner further acknowledges that its representations and warranties contained in this Agreement are being relied upon by the Partnership and by the General Partner as the basis for the exemption of the Limited Partners’ Units and interests in the Partnership from the registration requirements of applicable securities laws. Each Limited Partner further acknowledges that the Partnership will not recognize, and has no obligation to recognize, any sale, transfer or assignment of all or any part of any Units or interest in the Partnership to any Person unless and until the provisions of Section 11 hereof have been fully satisfied.

10.6 Nature of Investment. Each Limited Partner acknowledges that prior to its execution of this Agreement, such Limited Partner (i) received a copy of this Agreement and such other documents relating to the Partnership, the General Partner and the activities and proposed activities of the Partnership as it deems relevant to its investment in the Partnership; and (ii) examined such documents or caused such documents to be examined by its attorney and financial advisers. Each Limited Partner acknowledges that the purchase of its interest in the Partnership is a speculative investment involving a high degree of risk and represents that it has a net worth sufficient to bear the economic risk of its investment in the Partnership and to justify its investment in a highly speculative venture such as the Partnership.

10.7 Agreement not to Compete.

10.7.1 Agreement not to Compete; Term; Area. During the period a Limited Partner, other than an Affiliate of the General Partner, holds an interest in the Partnership and for a period of one year from the date of termination of such Limited Partner’s Partnership Interest, said Limited Partner shall not, without the prior written consent of a duly authorized officer of General Partner, directly or indirectly, (i) own (in whole or in part), operate or have a proprietary interest in any enterprise or business which provides any of the diagnostic imaging services provided by the Partnership’s business, or (ii) be employed by, be an agent of, or act as consultant for any outpatient diagnostic imaging facility, which business, enterprise or outpatient facility referenced in (i) or (ii) is located in any part of the area within a twenty mile radius of any of the Centers; provided that ownership of less than two percent of the outstanding securities of any class traded on a national securities exchange or the NASDAQ National Market System will not be deemed to be engaging, solely by reason thereof, in the diagnostic imaging business. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 10.7.1 is invalid or unenforceable, each party agrees that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of time within which the judgment may be appealed. Notwithstanding anything herein to the contrary, the restrictive covenants set forth in this Section 10.7 shall not apply in the event the General Partner dissolves the Partnership pursuant to Section 13.1.1.6.

10.7.2 Clarification of Scope of Agreement Not to Compete. The parties acknowledge that a Limited Partner may be a licensed physician providing medical services, including without limitation radiology services, in the geographic area described in Section 10.7.1 above. This Agreement is not intended to prohibit the personal performance of medical care by any such licensed physician. This Agreement is not intended to prohibit any such physician from holding any position which does not compete with the diagnostic imaging business of the Partnership or from holding any position on the medical staff of any acute care hospital. Further, this Agreement is not intended (i) to prohibit any Limited Partner from referring patients to any entity he or she so desires, including a competitor of the Partnership; (ii) to induce any Limited Partner to refer or continue historical patterns to the Partnership; or (iii) to exercise influence over the reason and judgment of any Limited Partner regarding referrals of patients.

ARTICLE XI

TRANSFER OF INTERESTS IN THE PARTNERSHIP

11.1 In General. Subject to the rights of first refusal granted to the General Partner and the Partnership below, a Limited Partner may sell, assign or otherwise transfer any or all of the Units owned by Limited Partner; provided that:

11.1.1 such Limited Partner shall not sell, assign or otherwise transfer any Unit unless the sale, assignment or transfer is made to a Person who is a resident of the State of Alabama or Colorado or a corporation, partnership, trust or similar entity which is qualified to do business in the States of Alabama or Colorado;

11.1.2 such Limited Partner and its purchaser, assignee or transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner; and

11.1.3 such Limited Partner pays the Partnership a transfer fee which is sufficient to pay all costs and expenses of the Partnership and the General Partner in connection with such transaction;

provided, further, that such purchaser, assignee or transferee shall not become a substituted Limited Partner within the meaning of the Act unless the General Partner consents in writing to such person becoming a substituted Limited Partner, which consent may be given or withheld, in the sole discretion of the General Partner. Neither the Partnership nor the General Partner shall recognize or be bound by any sale, assignment or transfer of any Unit unless the General Partner consents to such sale, assignment or transfer in writing. The General Partner will not consent to any sale, assignment or transfer of any Unit or to the admission of any person as a substituted Limited Partner if, in its opinion, such consent and substitution would result in the Partnership’s being treated for federal income tax purposes as an association taxable as a corporation, would result in a termination of the Partnership within the meaning of the Code or the Act, or would constitute a violation of any applicable federal or state law pertaining to securities regulation.

Notwithstanding the foregoing, each Limited Partner agrees that at least 60 days prior to any bona fide sale, assignment or transfer (by operation of law or otherwise) of any Unit by it, such Limited Partner will give written notice thereof to the General Partner, including name of the proposed purchaser, assignee or transferee and all of the terms, conditions and other details of such proposed sale, assignment or transfer, including a copy of any written offer. The General Partner shall have a right of first refusal for its own account for 30 days after receipt by the General Partner of such written notice in which to elect to consummate such sale, transfer or assignment itself pursuant to the same terms, conditions and material details set forth in such notice. If the General Partner does so purchase the Unit, it may resell such Unit, at any time, on whatever terms and conditions it deems appropriate in the best interest of the Partnership, without regard to the rights of first refusal set forth herein. If the General Partner fails to consummate the transaction during such 30-day period, the Partnership shall then have 30 days in which to consummate such sale, transfer or assignment pursuant to such terms, conditions and material details. If the Partnership does so purchase the Unit, it may resell such Unit, at any time, on whatever terms and conditions it deems appropriate, without regard to the rights of first refusal set forth herein. If the Partnership fails to consummate the transaction during such 30-day period, the selling Limited Partner shall then have 10 days in which to consummate such sale, transfer or assignment pursuant to such terms, conditions and material details and to such named purchaser and provide written evidence thereof to the General Partner. If the Limited Partner shall not consummate the sale, transfer or assignment during such 10-day period, such Unit shall again be subject to the rights of first refusal contained herein. Notwithstanding anything else contained in this Article XI, the General Partner may, but shall in no event be required to, consent to an assignment not in compliance herewith, and such consent shall act as a waiver of the necessity to comply with the provisions of this Article XI. A waiver or consent in one case by the General Partner shall create no obligation for the General Partner to waive or consent in any other case.

11.2 Substituted Limited Partners. If neither the General Partner nor the Partnership exercises its right of first refusal and the General Partner consents to the admission of a Person as a substituted Limited Partner within the meaning of the Act, and such Person:

11.2.1 elects to become a substituted Limited Partner by delivering a written notice of such election to the General Partner;

11.2.2 executes and acknowledges such other instruments as the General Partner may deem necessary or advisable to effect the admission of such Person as a substituted Limited Partner, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement; and

11.2.3 pays a transfer fee to the Partnership which is sufficient to cover all costs and expenses connected with the admission of such Person as a substituted Limited Partner within the meaning of the Act including, without limitation, the cost of preparing, printing and filing for record an amendment to the Certificate in accordance with the Act;

then the General Partner shall amend this Certificate in accordance with the provisions of the Act and shall take all other steps which, in the opinion of the General Partner, are reasonably necessary to admit such person as a substituted Limited Partner under the Act. The General Partner shall file an amendment to this Certificate as required by the Act to effect the admission of a substituted Limited Partner following compliance with the conditions of this Section 11.2. Such Person shall thereupon become a substituted Limited Partner within the meaning of the Act.

11.3 Purchase of Units by the General Partner. The General Partner may acquire one or more Units owned by, or reserved for, Limited Partners, and, if with respect to such additional Unit or Units the General Partner becomes a Limited Partner within the meaning of the Act, the General Partner shall, with respect to such Unit or Units, enjoy all the rights and be subject to all the obligations and duties of a Limited Partner. Any Limited Partner Interest owned by the Partner (and not acquired by the General Partner pursuant to Section 11.1 hereof) may be sold, in whole or in part, by the General Partner, on whatever terms and conditions it deems appropriate, without regard to the rights of first refusal set forth in Section 11.1 hereof.

11.4 Call Election. If there is any change in any federal or state law, rule, or regulation or any judicial interpretation thereof, which materially and adversely affects the Partnership or its operations, the General Partner shall implement procedures designed to cause the Partnership and its operations to comply with the law, rule, regulation or judicial interpretation thereof, including, but not limited to, causing the Partnership, General Partner or an affiliate of the General Partner, as designated in the sole discretion of the General Partner, to purchase Partnership Interest of each Limited Partner upon delivery of a written notice to the Limited Partner specifying the desire to purchase all of the Partnership Interest of a Limited Partner according to the terms set forth in this Section 11.4 (hereinafter called the “Call Election”).

11.4.1 Upon receipt of the Call Election the Limited Partner shall sell to the Partnership, General Partner or an affiliate of the General Partner, as designated in the sole discretion of the General Partner, all of the Partnership Interest owned by the Limited Partner at the price and terms as set forth in this Section 11.4.

11.4.2 The purchase price for the Limited Partner’s Partnership Interest to be purchased pursuant to a Call Election shall be equal to the product of (a) the Limited Partner’s percentage partnership Interest multiplied by (b) the product of

(i) EBITDA annualized from November 1, 1997, as the term “annualized” is defined below, if receipt of the Call Election occurs before November 1, 1998,

EBITDA for the prior twelve (12) month period ending the last day of the calendar month before which the Call Election is received, if receipt of the Call Election occurs after November 1, 1998,

multiplied by

(ii) 4.68.

For the purposes of this Section 11.42, “annualized” shall mean the average monthly EBITDA for each full calendar month between November 1, 1997 and the date of receipt of the Call Election, multiplied by twelve (12).

11.4.3 The closing of the purchase and sale hereunder shall occur at a time and place mutually agreeable to the Limited Partner and General Partner, and shall occur no later than 90 days after the Limited Partner’s receipt of the Call Election by the General Partner.

11.5 [Reserved]

11.6 Put Election. A Limited Partner (hereinafter referred to in this Section 11.6 as the “Offeror”) shall have the right, privilege and option (hereinafter the “Put Election”) of requiring the General Partner to purchase Offeror’s Partnership Interest upon delivery of its Put Election in writing to General Partner stating its desire to sell to General Partner all of Offeror’s Partnership Interest in the Partnership according to the terms set forth in this Section 11.6. Such Put Election shall become irrevocable upon receipt by the General Partner of the Put Election.

11.6.1 Upon receipt of the Put Election, the General Partner shall purchase all of the Partnership Interest in the Partnership owned by the Offer at the price and terms as set forth herein.

11.6.2 The purchase price for the Offeror’s Partnership Interest to be purchased pursuant to the Put Election shall be equal to the product of (a) the Offeror’s percentage Partnership Interest multiplied by (b) the product of

(i) EBITDA annualized from November 1, 1997, as the term “annualized” is defined below, if receipt of the Put Election occurs before November 1, 1998,

EBITDA for the prior twelve (12) month period ending the last day of the calendar month before which the Put Election is received, if receipt of the Election occurs after November 1, 1998,

multiplied by

(ii) 4.68.

For the purposes of this Section 11.4.2, “annualized” shall mean the average monthly EBITDA for each full calendar month between November 1, 1997 and the date of receipt of the Put Election, multiplied by twelve (12).

11.6.3 The closing of the purchase and sale hereunder shall occur at a time and place mutually agreeable to the Offeror and the General Partner, and shall occur no later than 90 days after the General Partner’s receipt of the Put Election by the Offeror.

ARTICLE XII

RESIGNATION OF THE GENERAL PARTNER

12.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 12.2 of this Agreement.

12.2 Notice of Resignation. Written notice of the resignation of the General Partner shall be given by the General Partner to the Limited Partners. Such notice shall set forth the day upon which the resignation is to become effective, which date shall not be less than 45 days after such notice is given to the parties being notified.

12.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation shall cease and the Partnership shall promptly take all steps reasonably necessary under the Act to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 13.2 of this Agreement. Upon resignation, if the Limited Partners vote to continue the Partnership pursuant to Section 13.1.1.1 and the act, the General Partner shall receive its original Capital Contribution, the payment of any indebtedness of the Partnership owed it, plus any unpaid Available Cash allocated to its Capital Account and its share of any Sale Proceeds as provided in Section 8.4 hereof up to the date of resignation.

12.4 Events of Withdrawal. Except as otherwise provides by the specific written consent of all Partners at the time, the General Partner shall cease to be a General Partner of the Partnership upon the happening of any of the events set forth in Section 10-9A-61 of the Act.

ARTICLE XIII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

13.1 Dissolution of the Partnership.

13.1.1 The Partnership shall be dissolved upon the occurrence of any of the following events (“Liquidating Events”):

13.1.1.1 The resignation of the General Partner unless the remaining Partners shall vote to continue the Partnership in compliance with the relevant provision of the Act.

13.1.1.2 The final judgment by a court having jurisdiction over the General Partner adjudicating the General Partner to be bankrupt, unless the remaining Partners shall vote to continue the Partnership in compliance with the relevant provision of the Act.

13.1.1.3 The expiration of the term of the Partnership.

13.1.1.4 The sale of all or substantially all of the Partnership’s property.

13.1.1.5 The happening of any other event that makes it unlawful or impossible to carry on the business of the Partnership.

13.1.1.6 If Partners holding a majority of all the Partnership Interests agree to dissolve the Partnership, in which event all of the Partners shall agree in writing to dissolve the Partnership as soon as possible (but in any event not more than 10 days) thereafter.

13.1.2 As soon as possible following the occurrence of any Liquidating Events specified in this Article effecting the dissolution of the Partnership, the appropriate representative of the Partnership shall execute such forms as shall be prescribed by the Act and shall file same as provided in the Act.

13.1.3 If a Limited Partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or property, the Limited Partner’s executor, administrator, guardian, conservator, or other legal representative may exercise all of the Limited Partner’s rights for the purpose of settling his estate or administering his property. In no event shall the death of any Limited Partner result in dissolution of the Partnership.

13.2 Termination.

13.2.1 Upon dissolution, an accounting shall be made by the Partnership’s independent accountants of the accounts of the Partnership and of the Partnership’s assets, liabilities, and operations, from the date of the last previous accounting until the date of dilution. The General Partner shall immediately proceed to wind up the affairs of the Partnership.

13.2.2 If the Partnership is dissolved and its affiliate are to be wound up, the General Partner shall:

13.2.2.1 Sell or otherwise liquidate all the Partnership’s assets as promptly as reasonably practicable (except to the extent the General Partner elects to distribute any assets to the Partners in kind).

13.2.2.2 Allocate Profits or Losses resulting from such sales to the Partners’ Capital Accounts in accordance with Article 8 hereof.

13.2.2.3 If any assets of the Partnership are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Partners. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Partners shall be adjusted pursuant to the provisions of Article 8 and Article 6 of this Agreement to reflect such deemed sale.

13.2.2.4 Discharge all liabilities of the Partnership, including liabilities to Partners who are creditors, to the extent otherwise permitted by law, other than liabilities to Partners for distributions, and establish such Reserves as may be reasonably necessary to provide for any contingent liabilities of the Partnership (for purposes of determining the Capital accounts of the Partners, the amounts of such Reserves shall be deemed to be an expense of the Partnership).

13.2.2.5 Distribute the remaining assets in the following order of priority:

(A) To the Partners, either in or in kind, as determined by the General Partner, in accordance with their respective positive balance their Capital Accounts, after giving effect to all contributions, distributions. and allocations for all periods. Any assets distributed in kind shall be valued for this purpose at their fair market value as determined pursuant to Section 13.2.2.3.

(B) Any remaining assets to the Partners in accordance with their respective share of Profits and Losses under Article 8.

13.2.3 Notwithstanding anything herein to the contrary, upon a dissolution pursuant to Section 13.1.1.6, the Limited Partner shall not receive a distribution less than an amount equal to the amount that would otherwise be provided for in Section 11.6.2. Further, during the five years subsequent to the date hereof, in the event of a sale or transfer of all or substantially all of the Partnership Interest or the Partnership’s assets is made to an Affiliate of the General Partner or any third party, the Limited Partner shall not receive a distribution less than an amount that would otherwise be distributed pursuant to Section 11.6.2.

13.2.4 Notwithstanding anything to the contrary contained in this Agreement, upon a liquidation within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Regulations, if any Limited Partner has a deficit in its Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all fiscal years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any Capital Contribution, and the negative balance of such Limited Partner’s Capital Account shall not be considered a debt owed by such Partner to the Partnership or to any other person for any purpose whatsoever.

13.2.5 Upon completion of the liquidation of the Partnership and the distribution of its assets, the Partnership shall be deemed terminated.

13.2.6 The General Partner shall comply with requirements of applicable law pertaining to the winding up of the affairs of the Partnership and the distribution of its assets.

13.3 Return of Capital Account Nonrecourse to Other Partners. Except as provided by law or as expressly provided in this Agreement, upon dissolution each Partner shall look solely to the assets of the Partnership for the return of its Capital Account. If the Partnership property remaining after the payment or discharge of the debts and liabilities of the Partnership is insufficient to return the Capital Account of any Partner, such Partner shall have no recourse against any other Partner.

ARTICLE XIV

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

14.1 Books of Account. The Partnership’s books and records (including a current list of the names and addresses of all Limited Partners) and an executed copy of this Agreement, as currently in effect, shall be maintained at the principal office of the Partnership set forth in Section 2.5 hereof and each Partner shall have access thereto at all reasonable times. The books and records shall be kept by the General Partner using an appropriate method of accounting consistently applied and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership’s business. The General Partner shall also keep adequate federal income tax records using appropriate method of accounting on a basis consistently applied. Each Limited Partner hereby designates the General Partner to maintain the list required under Section 6112 of the Code and agrees to submit to the General Partner the name, address and social security or taxpayer identification number of a transferee of the Limited Partner and the date of transfer of the Unit or Units so transferred.

14.2 Financial Reports. Upon written request by a Limited Partner, the Partnership will send the following unaudited reports to each Person who was a Partner during the period covered by such report:

14.2.1 A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the federal income tax return;

14.2.2 An annual report within 120 days after the end of each of the Partnership’s fiscal years containing: (i) a balance sheet as of the end of the fiscal year, a statement of income, partners’ equity and changes in financial position and a cash flow statement for the year then ended, and (ii) a report of the activities of the Partnership during the period covered by the report. Such report will set forth distributions to the Limited Partners for the period covered thereby, and shall separately identify distributions from Available Cash during the period, amounts which had been held as reserves and proceeds from disposition or sublease of assets, if any; and

14.2.3 Periodic financial statements on the operations of the Partnership.

14.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

14.4 Banking . All funds of the Partnership may be initially deposited in a separate bank account or accounts as shall be determined by the General Partner, but such funds may be invested as provided in Section 9.1.9 of this Agreement. The General Partner may commingle the funds of the Partnership with the funds of the General Partner or Affiliates of the General Partner, and may use one or more joint checking accounts for the funds of the Partnership, the General Partner and their Affiliates.

14.5 Tax Election. Upon the transfer of an interest in a Partnership or in the event of a distribution of the Partnership’s property, the Partnership may elect, but is not required to elect, pursuant to Section 754 of the Code to adjust the basis of the Partnership’s proposed as allowed by Sections 734(b) and 743(b) thereof. The General Partner shall have the sole authority and discretion to make such an election. There shall be no requirement that the General Partner make such an election. Upon a transfer of an interest in the Partnership from a Partner to the Partnership, or the General Partner for the benefit of the Partnership, the Partnership or the General Partner shall have the option, in its sole discretion, to elect to treat such transfer as a redemption under Section 736 of the Code, and the General Partner, in its sole discretion, shall allocate the amount paid for such interest be Section 736(a) and Section 736(b) payments, and such allocations shall be binding upon all parties to this Agreement and their successors and assigns.

14.6 Tax Returns. The General Partner shall, for each fiscal year, file on behalf of the Partnership with the Internal Revenue Service a Partnership Return within the time prescribed by law (including any extensions) for such filing. The General Partner shall also file on behalf of the Partnership such state and/or local income tax returns as may be required by law. All federal income tax returns shall be prepared in accordance with Section 704(b) of the Code.

14.7 Financial Statements. Audited financial statements, if not otherwise provided, may be requested by any Limited Partner hereto, and shall be prepared and furnished to any such Limited Partner for the year requested; provided that the Limited Partner requesting such audited financial statements shall bear the cost of the preparation of the audited financial statements to extent such cost exceeds the cost of unaudited financial statements or at the sole expense of any such Limited Partner, such Limited Partner may cause an independent audit to be made of the Partnership books, records and the General Partner shall make the same available for such purpose at reasonable times and places.

ARTICLE XV

POWER OF ATTORNEY

15.1 Appointment of Attorney-In-Fact. Each Limited Partner hereby makes, constitutes and appoints the General Partner and any officer thereof with full power of substitution and re-substitution, the Limited Partner’s agent and attorney-in-fact to sign, execute, certify, acknowledge and file for record this Certificate as required by the Act, and to sign, execute, certify, acknowledge and file

for record any other instruments which may be required of the Partnership or of the Limited Partners by law or otherwise, including, but not limited to, amendments to or cancellations of this Certificate, all allocations under the Code, and specifically including the amendments to this Agreement and this Certificate admitting or withdrawing Limited Partners to the Partnership as Limited Partners pursuant to the terms of this Agreement. Each Limited Partner authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with the foregoing, hereby giving such attorney-in-fact full power and authority to act to the same extent as if such Limited Partner were himself personally present and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

15.2 Effect of Power. The power of attorney pursuant to Section 15.1 of this Agreement:

15.2.1 is a special power of attorney, coupled with an interest, is irrevocable, and shall survive the death, insanity, dissolution or other incapacity of the granting Limited Partner;

15.2.2 may be exercised by such attorney-in-fact for each Limited Partner by listing or describing the Limited Partners executing any agreement, certificate, instrument or document with the single signature of such attorney-in-fact as attorney-in-fact for all of them; and

15.2.3 shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of its interest in the Partnership.

ARTICLE XVI

MEETINGS AND MEANS OF VOTING

Meetings of the Partners for any purpose may be called by the General Partner, or Limited Partners holding an aggregate Limited Partner Interest of at least 25%. The General Partner shall call a meeting of the Partners to be held not later that 60 days following the receipt by the General Partner of any notice of adjustments of Partnership income or expenses issued by the Internal Revenue Service in any connection with an audit of any Partnership Return, such meeting to determine the appropriate action to be taken, including without limitation, the forum of any litigation contesting the notice. The notice of any meeting called under this Article XVI shall state the nature of the business to be transacted. Notice of any such meeting shall be delivered by the General Partner within ten days of its calling to all Partners in the manner prescribed in Section 17.1 of this Agreement and such meeting shall be held not less than 15 days nor more than 60 days after such notice. Partners may vote in person or by proxy at any such meeting. Subject to Section 17.6 concerning amendments to this Agreement, any matters presented to the Limited Partners for their vote shall be determined by Limited Partners holding 50% of the aggregate Limited Partner Interest or such greater Limited Partner Interest as is required therein or under the Act. Whenever the vote or consent of Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of Partners or may be given in writing in accordance with the procedure for obtaining written votes prescribed in Section 17.6 of this Agreement. Any Limited Partner which fails or refuses to vote, in person or by written ballot, at any call for a vote shall be deemed to have voted in accordance with the vote of the General Partner. Proxies, at the sole discretion of the General Partner, may not be allowed, and any votes thereunder treated as void and as if such Limited Partner failed to vote at all. Any matter requiring a vote by the Limited Partners shall include in the counted votes the vote of the General Partner acting in its capacity as a Limited Partner, if the General Partner possesses a Limited Partner Interest.

ARTICLE XVII

MISCELLANEOUS

17.1 Notices. Except as otherwise specifically provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of the Agreement shall be duly given if delivered in writing personally to the person to whom it is directed, or if sent by overnight express, charges prepaid, as follows: if to the General Partner, at its address set forth in Section 5.1 of this Agreement or to such other address as the General Partner may from time to time specify by written notice to the Limited Partners pursuant to this Section 17.1, and if to a Limited Partner, at such Limited Partner’s address set forth in Appendix A hereto, or to such other address as such Limited Partner may from time to time specify by written notice to the General Partner and all other Limited Partners pursuant to this Section 17.1. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or one day after proper delivery to the overnight express company, charges prepaid, addressed as aforesaid.

17.2 Confidential Information. At no time during the term of this Agreement or after the date that this Agreement shall terminate shall any Limited Partner, or an Person who is a member, partner, owner, principal or shareholder of a Limited Partner which is not individual, disclose to anyone any confidential or secret information concerning (a) the business, affairs or operations, (b) any trade secrets, new product developments, special or unique processes or methods, or (c) any marketing, sales, advertising or other concepts or plans, of the General Partner, the Partnership or any of their Affiliates. Each Limited Partner hereby acknowledges that in the event that or any of its partners, members, employees or agents shall violate the prohibitions of this Section 17.2, money damages alone shall be an inadequate remedy, and such Limited Partner agrees that the agrieved party shall be entitled to obtain, in addition to any other remedy provided by law or equity, an injunction against the violation of the Limited Partner’s obligation to such party hereunder. The provisions of this Section 17.2 shall not apply to the General Partner or any Affiliate of the General Partner if such Person shall be the owner of a Limited Partner Interest.

17.3 Additional Facilities. The General Partner may engage in or possess an interest in other business ventures of every nature and description, independently or with others, including, but not limited to, the ownership, financing, leasing, operation, management, syndication, brokerage, and development of real property; and neither the Partnership nor the Partners shall have any right by virtue of this Agreement in and to ‘such independent ventures or to the income or profits derived therefrom.

17.4 Section Captions. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

17.5 Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

17.6 Amendments. Amendments to this Agreement may be proposed by the General Partner. Following such proposal, the General Partner shall submit to the Limited Partners a verbatim statement of any proposed amendment and may include in any such submission its recommendation as to the proposed amendment. The General Partner shall seek the written vote of the Limited Partners on the proposed amendment or shall call a meeting of the Partners pursuant to Article XVI of this Agreement to vote thereon and to transact any other business permitted by the Act to be transacted by the Limited Partners that they may deem appropriate. For purposes of obtaining a written vote, the General Partner

may require response within a specified time, but not less than 30 days, and failure to respond in such time shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. A proposed amendment shall be adopted and effective as an amendment to this Agreement if it receives the affirmative vote of the General Partner and the Limited Partners holding 50% of the aggregate Limited Partner Interest or such greater Limited Partner Interest as is required under the Act. Notwithstanding anything to the contrary contained in this Agreement or the Act, if the aggregate Limited Partner Interest is equal to or less than 25%, then the General Partner may, in good faith, amend the terms and provisions of this Agreement without the consent of the Limited Partners, provided that such amendment does not, in the aggregate, lessen the Limited Partner Interest of any Limited partner or otherwise (a) adversely affect the Limited Partners or (b) reduce the distributions otherwise due any Limited Partner pursuant to Article VIII hereof.

17.7 Right to Rely Upon the Authority of the General Partner . No person dealing with the General Partner shall be required to determine its authority to make any commitment or undertaking on behalf of the Partnership, nor to determine any fact or circumstances, bearing upon the existence of its authority. In addition, no purchaser of the Center or any other property of the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchaser shall have received written notice from the Partnership affecting the same.

17.8 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

17.9 Waiver of Action for Partition. Each Partner irrevocably waives during the term of the Partnership and during the period of its liquidation following any dissolution, any right to maintain any action for partition with respect to any of the assets of the Partnership.

17.10 Counterpart Execution. This Agreement and any and all amendments, corrections and related documents may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall, together, constitute and be one and the same instrument. The parties may execute this Agreement and any and all amendments, corrections and related documents, individually or in a representative capacity, and forward an executed counterpart signature to one or more other parties by telecopy, overnight express or other means, and the party or parties receiving such executed counterpart signature shall be authorized to attach it hereto as the legal and valid signature of such executing party. The party or party receiving such executed counterpart signature, together with their attorneys and counsel, shall be able to rely on the validity of such executed counterpart signature as fully as if the original of such signature was affixed thereon.

17.11 Parties in Interest. Except as provided in Article XI of this Agreement or the Act, this Agreement shall be binding upon the parties hereto and their successors, heirs, devisees, permitted assigns, legal representatives, executors and administrators.

17.12 No Rule of Construction. The parties acknowledge that this Agreement was initially prepared by the General Partner solely as a convenience and that all parties hereto, and their counsel, have read and fully negotiated all the language used in this Agreement and such language is clear and unambiguous. The parties acknowledge that, because all parties and their counsel participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous or unclear language in favor of or against any party because such party drafted this Agreement.

17.13 Waiver of Trial by Jury. The parties to this Agreement desire to avoid the additional time and expense related to a jury trial of any disputes arising hereunder. Therefore, it is mutually agreed by and between the parties hereto, and for their successors and assigns, that they shall and hereby do waive trial by jury of any claim, counterclaim, or third-party claim, including any and all claims of injury or damages, brought by either party against the other arising out of or in any way connected with this Agreement and the relationship which arises herefrom. The parties acknowledge and agree that this waiver is knowingly, freely and voluntarily given, is desired by all parties, and is in the best interest of all parties.

17.14 Integrated Agreement. This Agreement constitute the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions, representations or warranties among the parties whether oral or written, past or contemporaneous, other than those set forth herein or herein provided for. This Agreement may not be changed or terminated orally, but may only be waived, changed or terminated by a writing signed by the parties or party against whom enforcement of any waiver, change or termination is sought, and in the case of the General Partner, such writing must be executed by the President or a division President to be binding.


GENERAL PARTNER:

DIAGNOSTIC HEALTH CORPORATION

By		/s/ Russell H. Maddox
		Russell H. Maddox
		President

LIMITED PARTNERS:

HEALTHSOUTH Corporation

By		/s/ Russell H. Maddox
		Russell H. Maddox
		President and Chief Operating Officer
		HEALTHSOUTH Imaging Centers


DIAGNOSTIC HEALTH CORPORATION

By		/s/ Russell H. Maddox
		Russell H. Maddox
		President

This instrument prepared by:

Mr. Thomas A. Ansley

Sirote & Pennutt, P.C.

2222 Arlington Avenue South

Birmingham, Alabama 35205

APPENDIX A

GENERAL PARTNER


Name	Mailing Address	Capital Contribution	No. of Units	Taxpayer Identification Number
Diagnostic Health Corporation	One HEALTHSOUTH Parkway Birmingham, Alabama 35243	$9,600,000 See Appendix B	80.000	63-1059483

LIMITED PARTNER


Name	Mailing Address	Capital Contribution	No. of Units	Social Security or Taxpayer Identification Number
Diagnostic Health Corporation	One HEALTHSOUTH Parkway Birmingham, Alabama 35243	$890,000 See Appendix B	7.4167	63-1059483

HEALTHSOUTH Corporation	One HEALTHSOUTH Parkway Birmingham, Alabama 35243	$1,510,000 See Appendix B	12.5833	63-0860407

APPENDIX B


CONTRIBUTED PROPERTY	AGREED VALUE
DIAGNOSTIC HEALTH Corporation’s CONTRIBUTED PROPERTY

Medical Furniture and Equipment
Office Furniture and Equipment
Computer Equipment
Other assets used in connection with the Centers
TOTAL	$	10,490,000

HEALTH SOUTH CORPORATION’S CONTRIBUTED PROPERTY

Medical Furniture and Equipment
Office Furniture and Equipment
Computer Equipment
Other assets used in connection with the Centers

TOTAL	$	1,510,000

EX-3.41 37 dex341.htm REPORT OF A LIMITED PARTNERSHIP OF HEALTHSOUTH DIAGNOSTIC CTR. OF TENNESSEE Report of a Limited Partnership of HealthSouth Diagnostic Ctr. of Tennessee

Exhibit 3.41

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH Diagnostic Centers of Tennessee Limited Partnership, a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 23, 1996.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

The Corporation Company

60 Commerce Street

Suite 1100

Montgomery, Alabama 36104

Sworn to this 23rd day of December, 1996, at Birmingham, Alabama.


HEALTHSOUTH PROPERTIES CORPORATION its General Partner

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

STATE OF ALABAMA


CHANGES FOR:		HEALTHSOUTH Diagnostic Centers of Tennessee Limited Partnership
		(name of entity)

1.	Name of Entity HEALTHSOUTH Diagnostic Centers of Tennessee Limited Partnership

2.	State & County of Formation Alabama, Jefferson County Date of Formation 12/26/1996

3.	The name of the registered agent is: The Corporation Company

4.	Please change the registered address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

5.	Please change the principal address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

6.	Please make the following changes other than above: None


DATE: 2/2/99	SIGNATURE:	/s/ Richard E. Botts

		RICHARD E. BOTTS
		(Please print/type name)

		SR. VICE PRESIDENT
		(Your title)

EX-3.42 38 dex342.htm AGREEMENT AND CERT. OF LTD. PARTNERSHIP OF HEALTHSOUTH DIAGNOSTIC CTR. OF TENNE. Agreement and Cert. of Ltd. Partnership of HealthSouth Diagnostic Ctr. of Tenne.

Exhibit 3.42

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Tennessee

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Tennessee

Limited Partnership


		Page
Parties		1
Recitals		1

ARTICLE I	DEFINED TERMS	2

ARTICLE II	ORGANIZATION	4

2.1	Formation	4
2.2	Qualification	4
2.3	Name	4
2.4	Agent for Service of Process	4
2.5	Principal Place of Business	4
2.6	Prior Agreements of Limited Partnership	4

ARTICLE III	PURPOSE	5

ARTICLE IV	TERM	5

ARTICLE V	NAMES AND ADDRESSES OF PARTNERS	5

5.1	General Partner	5
5.2	Limited Partner	5

ARTICLE VI	CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL	5

6.1	Capital Contribution of the General Partner	5
6.2	Capital Contribution of the Limited Partner	5
6.3	Withdrawal of Capital Contributions	5
6.4	Assessments	6
6.5	No Interest on Capital	6
6.6	Additional Working Capital	6

ARTICLE VII	COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP	6

7.1	No Compensation to General Partner as General Partner	6
7.2	Reimbursement of Expenses Incurred by the Partners	6
7.3	Organizational Expenses	6
7.4	Fees and Other Payments Receivable by the Partners or their Affiliates	6


ARTICLE VIII	ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS	7

8.1	Capital Accounts	7
8.2	Allocation of Income or Loss: In General	7
8.3	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	7
8.4	Distribution of Sale Proceeds	7
8.5	Consequences of Distributions	8
8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	8

ARTICLE IX	RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE	8

9.1	Powers	8
9.2	Independent Activities	9
9.3	Duties	9
9.4	Certain Limitations	10
9.5	Net Worth of the General Partner	10
9.6	Indemnification	10
9.7	Succession as General Partner	11

ARTICLE X	STATUS OF LIMITED PARTNER	11

10.1	No Participation in Management	11
10.2	Limited Liability	11
10.3	Investment Intent	11
10.4	Unregistered Limited Partnership Interests	11
10.5	Nature of Investment	12

ARTICLE XI	RESIGNATION OF THE GENERAL PARTNER	12

11.1	Resignation of the General Partner	12
11.2	Notice of Resignation	12
11.3	Liability of the General Partner after Resignation	12

ARTICLE XII	DISSOLUTION AND WINDING UP OF THE PARTNERSHIP	12

12.1	Dissolution of the Partnership	12
12.2	Winding Up of the Partnership	13

ARTICLE XIII	BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION	13

13.1	Books of Account	13
13.2	Financial Reports	13
13.3	Fiscal Year	14


13.4	Banking	14
13.5	Tax Election	14
13.6	Tax Returns	14

ARTICLE XIV	MISCELLANEOUS	14

14.1	Notice	14
14.2	Section Captions	15
14.3	Severability	15
14.4	Right to Rely Upon the Authority of the General Partner	15
14.5	Governing Law	15
14.6	Counterpart Execution	15
14.7	Parties in Interest	15
14.8	Construction of Pronouns	15
14.9	Integrated Agreement	15

Signatures		15

Appendix A
Appendix B

iii

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Tennessee

Limited Partnership

AGREEMENT, dated as of December 23, 1996, by and between HEALTHSOUTH Properties Corporation, a Delaware corporation (the “General Partner”), and Diagnostic Health Corporation, a Delaware corporation (the “Limited Partner”).

W I T N E S S E T H:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Affiliate means (a) any Person directly or indirectly controlling, controlled by or under common control with another Person, (b) any Person owning or controlling 100% or more of the outstanding voting securities of such other Person, (c) any officer, director or partner of such Person, or (d) if such other Person is an officer, director or partner, any company for which such Person acts in any such capacity.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partners means the party designated as the “General Partner” in the first paragraph of this Agreement, including any successor general partner or general partners substituted pursuant to the provisions of this Agreement.

General Partnership Percentage means 1%.

Hospital means the inpatient rehabilitation hospital to be owned by the Partnership, together with all satellite locations thereof, which will do business under the name “HEALTHSOUTH Rehabilitation Hospital,” or any other name chosen by the General Partner with the consent of the Limited Partner, including the Partnership’s interest in the premises in which the Hospital is operated, all fixtures and equipment to be utilized in the operation of the Hospital, and all books, records, keys, supplies and other assets necessary for the operation of the Hospital.

Limited Partnership Percentage means, in the aggregate 99 % and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.1 Formation. The parties hereto hereby form limited partnership under and pursuant to the Act. As required by Sections 10-9A-20, 10-9A-21, 10-9A-23 and 10-9A-25 of the Act, the General Partner shall promptly cause this Certificate, and any amendments thereto, to be filed for record in the office of the Judge of Probate, Jefferson County, Alabama, and as otherwise required by law.

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Tennessee and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH Diagnostic Centers of Tennessee Limited Partnership.” The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1 General Partner. HEALTHSOUTH Properties Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2 Limited Partner. Diagnostic Health Corporation, a Delaware corporation, is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER;

EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND

LOSS; DISTRIBUTIONS

8.1 Capital Accounts. Each Partner shall have capital account to which such Partner’s Capital Contribution shall be credited, which capital account shall be maintained in the manner provided in United States Treasury Regulations §1.704-1(b)(2)(iv), as amended from time to time. Each Partner’s share of the income or loss of the Partnership shall be credited or charged at least annually to such Partner’s capital account. All distributions to a Partner shall be charged to such Partner’s capital account. If property other than cash is distributed by the Partnership, the capital accounts of the Partners shall be adjusted to reflect how much gain or loss would have been allocated to the respective Partners if the property had been sold at the value or values assigned thereto for purposes of making the distribution. No interest shall be payable on the capital accounts of the Partners.

(b) Except as otherwise provided in this Section 8.3, the General Partner shall distribute the Available Cash Flow of the Partnership in accordance with the allocations of income, gain, loss and deduction made pursuant to Section 8(a); provided, however, to the extent any amount of a cash distribution would create or increase a deficit in the capital account of any Partner, such amount shall not be distributed to such partner. Such distributions shall be made in quarterly installments within 45 days after the end of each calendar quarter or at such time or times as the General Partner shall deem practicable. The General Partner shall have the right to withhold any distribution of Available Cash Flow if it deems it to be in the best interest of the Partnership to do so.

8.6 Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership. If one or more Units are transferred during any fiscal year of the Partnership, the Net Income or net loss attributable to such Unit or Units for such fiscal year shall be divided and allocated between the transferor and the transferee based on the time each such party was, according to the books and record of the Partnership, the owner of record of the Unit or Units transferred during the year in which the transfer occurs. Distributions of Partnership assets in respect of Units shall be made only to persons who, according to the books and records of the Partnership, are the owners of such Units on a date selected by the General Partner. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence unless the General Partner or the Partnership has actual knowledge or notice of any transfer of ownership of any Unit or Units.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER;

ESTABLISHMENT OF ADVISORY COMMITTEE

9.1 Powers. Subject to the provisions of Sections 9 and 9.5 below, the management and control of the Partnership and its business and affairs shall rest exclusively with the General Partner, which shall have all the rights and powers which may be possessed by a general partner pursuant to Alabama law, and such additional rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of its duties under this Agreement. The General Partner shall be the “tax matters partner” of the Partnership within the meaning of such term under the Code. Without limiting the generality of the foregoing, the General Partner may, at the cost, expense and risk of the Partnership:

(a) spend the capital and net income of the partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual finds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

9.2 Independent Activities. The Partnership shall be considered to be an entity and business wholly separate, for all purposes, from the business and affairs of the Partners, it being understood that the only obligations undertaken by the Partners are those expressly provided in his Agreement and those which are inherent in the role of a partner of a limited partnership. Each Partner may engage in whatever activities it chooses, whether or not the same be competitive with the Partnership, without having or incurring any obligation to offer any interest in such activities to the Partnership or any party hereto, and as a material part of the consideration for each Partner’s execution hereof, the other Partner hereby waives, relinquishes and renounces any such right or claim of participation.

9.3 Duties. The General Partner shall manage and control the Partnership and its business and affairs to the best of its ability and shall use its best efforts to carry out the business if the Partnership. The General Partner shall devote itself to a business of the Partnership to the extent that it, in its discretion, deems necessary for the efficient carrying on thereof. The General Partner shall act as a fiduciary with respect to the safekeeping and use of the funds and assets of the Partnership.

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

9.6 Indemnification. Neither the General Partner nor any of its Affiliates, officers, directors, employees or agents shall be liable to the Partnership or the Limited Partner for any action or inaction of the General Partner in connection with the business or affairs of the Partnership, so long as the person against whom liability is asserted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership. The General Partner and its Affiliates, officers, directors, employees and agents shall be indemnified and held harmless by the Partnership for any claim, liability, damage, loss, or other expense (including, without limitation, investigating and defending any claims and lawsuits and settlement thereof, and legal and accounting costs in connection therewith) incurred by them solely by virtue of the performance by any of them of the duties of the General Partner acting as general partner in connection with the Partnership’s business, so long as such indemnified person acted in good faith on behalf of the Partnership and in a manner reasonably

believed by such person to be in the best interests of the Partnership; provided that such indemnification or agreement to hold harmless shall be recoverable only out of assets of the Partnership and not from the Limited Partner.

ARTICLE X

STATUS OF LIMITED PARTNER

10.1 No Participation in Management. The Limited Partner shall not take part in the management of the business of the Partnership, transact any business for the Partnership, have the power to sign for or to bind the Partnership to any agreement or document, or otherwise act as an agent for the Partnership for any purpose, except as may be set forth in any other agreement between the Partnership and the Limited Partner. Except as may be otherwise so agreed, such powers to manage and transact Partnership business, to bind or otherwise act as the agent of the Partnership are vested solely and exclusively by the General Partner.

Limited Partner further acknowledges that its representations and warranties contained in this Agreement are being relied upon by the Partnership and by the General Partner as the basis for the exemption of the Limited Partners’ Units and interests in the Partnership from the registration requirements of applicable securities laws. The Limited Partner further acknowledges that the Partnership will not recognize, and has no obligation to recognize, any sale, transfer or assignment of all or any part of its Units or interest in the Partnership to any person unless and until the prior written consent of the General Partner to such sale, transfer or assignment has been obtained.

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

12.1 Dissolution of the Partnership. The Partnership may be dissolved at any time by mutual written consent of the Partners. In addition, the Partnership shall be dissolved

upon (a) the resignation of the General Partner, (b) the final judgment by a court having jurisdiction over the General Partner adjudicating the General Partner to be bankrupt, or (c) the expiration of the term of the Partnership. In no event shall the dissolution or bankruptcy of the Limited Partner result in the dissolution of the Partnership.

12.2 Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided under Alabama law; provided, however, that after payment of all Partnership debts, obligations and liabilities, there shall be distributed to each Partner the balance in its capital account, and the remaining assets of the Partnership, if any, shall be distributed in the manner provided for Sale Proceeds in Section 8.4 hereof; provided, however, that all such distributions to Partners with positive capital accounts shall be in compliance with United States Treasury Regulations §1.704-1(b)(2)(ii)(b)(2), as amended from time to time, and any Partner with a negative capital account shall be required to restore such capital account in compliance with United States Treasury Regulations §1.704-1(b)(2)(ii)(b)(3), as amended from time to time. For purposes of this Section 12.2 only, the term “Partner” shall include the General Partner notwithstanding its resignation (if such resignation has occurred).

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR, BANKING AND TAX ELECTION

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

13.6 Tax Returns. The General Partner shall, for ach fiscal year, file on behalf of the Partnership with the Internal Revenue Service a partnership return within the time prescribed by law (including any extensions) for such filing. The General Partner shall also file on behalf of the Partnership such state and/or local income tax returns as may be required by law.

ARTICLE XIV

MISCELLANEOUS

Limited Partner pursuant to this Section 14.1, and if the Limited Partner, at the Limited Partner’s address set forth in Appendix A hereto, or to such other address as the Limited Partner may from time to time specify by written notice to the General Partner and all other Partners pursuant to this Section 14.1. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or as of the date on which the same was received, or in the event delivery is refused, the date such was deposited in the United States mail or with the overnight express company, postage prepaid, addressed and sent as aforesaid.

14.3 Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid or any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

14.4 Right to Rely Upon the Authority of the General Partner. No person dealing with the General Partner shall be required to determine its authority to make any commitment or undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. In addition, no purchaser of the personal property of the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchaser shall have received written notice from the Partnership affecting the same.

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

14.8 Construction of Pronouns. The feminine or neuter of the words “he,” “his” and “him” used herein shall be automatically deemed to have been substituted for such words where appropriate to the particular Limited Partner executing this Agreement.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH PROPERTIES CORPORATION

By		/s/
		William W. Horton
		Its Vice President

LIMITED PARTNER:

DIAGNOSTIC HEALTH CORPORATION

By		/s/
		Anthony J. Tanner
		Its Secretary

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Tennessee

Limited Partnership

GENERAL PARTNER

Name

Mailing Address

General Partnership Interest

HEALTHSOUTH Properties Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

LIMITED PARTNER

Name

Mailing Address

Number of Units

Social Security or

Taxpayer Identification Number

Diagnostic Health Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

APPENDIX B

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Tennessee

Limited Partnership

List of Assets Contributed by the Limited Partner

Tennessee assets of Diagnostic Health Corporation

EX-3.43 39 dex343.htm REPORT OF A LIMITED PARTNERSHIP OF HEALTHSOUTH DIAGNOSTIC CENTER OF TEXAS Report of a Limited Partnership of HealthSouth Diagnostic Center of Texas

Exhibit 3.43

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH Diagnostic Centers of Texas Limited Partnership, a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 23, 1996.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

The Corporation Company

60 Commerce Street

Suite 1100

Montgomery, Alabama 36104

Sworn to this 23^rd day of December, 1996, at Birmingham, Alabama.


HEALTHSOUTH PROPERTIES CORPORATION, its General Partner

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

CHANGES FOR: HEALTHSOUTH Diagnostic Centers of Texas Limited Partnership

(name of entity)

1.	Name of Entity HEALTHSOUTH Diagnostic Centers of Texas Limited Partnership

2.	State & County of Formation Alabama, Jefferson County Date of Formation 12/26/1996

3.	The name of the registered agent is: The Corporation Company

4.	Please change the registered address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to:

2000 Interstate Park Drive. Suite 204. Montgomery AL 36109

5.	Please change the principal address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to:

2000 Interstate Park Drive. Suite 204. Montgomery AL 36109

6.	Please make the following changes other than above: None


DATE: 2/2/99	SIGNATURE:	/s/ Richard E. Botts

		Richard E. Botts
		(Please print/type name)

		SR. VICE PRESIDENT
		(Your title)

EX-3.44 40 dex344.htm AGREEMENT AND CERTIFICATE OF LTD. PTSHIP. OF HEALTHSOUTH DIAGNOSTIC CTR. OF TX Agreement and Certificate of Ltd. Ptship. of HealthSouth Diagnostic Ctr. of TX

Exhibit 3.44

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Texas

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Texas

Limited Partnership


			Page
Parties			1
Recitals			1

ARTICLE I DEFINED TERMS			1

ARTICLE II ORGANIZATION			3

	2.1	Formation	3
	2.2	Qualification	3
	2.3	Name	3
	2.4	Agent for Service of Process	4
	2.5	Principal Place of Business	4
	2.6	Prior Agreements of Limited Partnership	4

ARTICLE III PURPOSE			4

ARTICLE IV TERM			4

ARTICLE V NAMES AND ADDRESSES OF PARTNERS			4

	5.1	General Partner	4
	5.2	Limited Partner	4

ARTICLE VI CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL			5

	6.1	Capital Contribution of the General Partner	5
	6.2	Capital Contribution of the Limited Partner	5
	6.3	Withdrawal of Capital Contributions	5
	6.4	Assessments	5
	6.5	No Interest on Capital	5
	6.6	Additional Working Capital	5

ARTICLE VII COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP			5

	7.1	No Compensation to General Partner as General Partner	5
	7.2	Reimbursement of Expenses Incurred by the Partners	6
	7.3	Organizational Expenses	6
	7.4	Fees and Other Payments Receivable by the Partners or their Affiliates	6


ARTICLE VIII ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS			6

	8.1	Capital Accounts	6
	8.2	Allocation of Income or Loss; In General	6
	8.3	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	6
	8.4	Distribution of Sale Proceeds	7
	8.5	Consequences of Distributions	7
	8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	7

ARTICLE IX RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE			7

	9.1	Powers	7
	9.2	Independent Activities	9
	9.3	Duties	9
	9.4	Certain Limitations	9
	9.5	Net Worth of the General Partner	9
	9.6	Indemnification	10
	9.7	Succession as General Partner	10

ARTICLE X STATUS OF LIMITED PARTNER			10

	10.1	No Participation in Management	10
	10.2	Limited Liability	10
	10.3	Investment Intent	11
	10.4	Unregistered Limited Partnership Interests	11
	10.5	Nature of Investment	11

ARTICLE XI RESIGNATION OF THE GENERAL PARTNER			11

	11.1	Resignation of the General Partner	11
	11.2	Notice of Resignation	11
	11.3	Liability of the General Partner after Resignation	11

ARTICLE XII DISSOLUTION AND WINDING UP OF THE PARTNERSHIP			12

	12.1	Dissolution of the Partnership	12
	12.2	Winding Up of the Partnership	12

ARTICLE XIII BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION			12

	13.1	Books of Account	12
	13.2	Financial Reports	13
	13.3	Fiscal Year	13
	13.4	Banking	13
	13.5	Tax Election	13
	13.6	Tax Returns	13

ARTICLE XIV MISCELLANEOUS			14

	14.1	Notice	14


	14.2	Section Captions	14
	14.3	Severability	14
	14.4	Right to Rely Upon the Authority of the General Partner	14
	14.5	Governing Law	14
	14.6	Counterpart Execution	14
	14.7	Parties in Interest	14
	14.8	Construction of Pronouns	15
	14.9	Integrated Agreement	15

Signatures			16

Appendix A

Appendix B

iii

THE PARTNERSHIP INTERESTS ISSUED UNDER THIS

DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933 OR ANY STATE SECURITIES

ACT AND MAY NOT BE SOLD, TRANSFERRED OR

OTHERWISE DISPOSED OF ABSENT SUCH REGISTRATION

UNLESS, IN THE OPINION OF COUNSEL TO THE GENERAL

PARTNER, SUCH REGISTRATION IS NOT REQUIRED.

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Texas

Limited Partnership

AGREEMENT, dated as of December 23, 1996, by and between HEALTHSOUTH Properties Corporation, a Delaware corporation (the “General Partner”), and DIAGNOSTIC HEALTH CORPORATION, a Delaware corporation (the “Limited Partner”).

W I T N E S S E T H:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Hospital means the inpatient rehabilitation hospital to be owned by the Partnership, together with all satellite locations thereof, which will do business under the name “HEALTH-SOUTH Rehabilitation Hospital”, or any other name chosen by the General Partner with the con-sent of the Limited Partner, including the Partnership’s interest in the premises in which the Hospital is operated, all fixtures and equipment to be utilized in the operation of the Hospital, and all books, records, keys, supplies and other assets necessary for the operation of the Hospital.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Texas and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH Diagnostic Centers of Texas Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1 General Partner. HEALTHSOUTH Properties Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2 Limited Partner. Diagnostic Health Corporation, a Delaware corporation, is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

8.1 Capital Accounts. Each Partner shall have a capital account to which such Partner’s Capital Contribution shall be credited, which capital account shall be maintained in the manner provided in United States Treasury Regulations § 1.704-1(b)(2)(iv), as amended from time to time. Each Partner’s share of the income or loss of the Partnership shall be credited or charged at least annually to such Partner’s capital account. All distributions to a Partner shall be charged to such Partner’s capital account. If property other than cash is distributed by the Partnership, the capital accounts of the Partners shall be adjusted to reflect how much gain or loss would have been allocated to the respective Partners if the property had been sold at the value or values assigned thereto for purposes of making the distribution. No interest shall be payable on the capital accounts of the Partners.

(b) Except as otherwise provided in this Section 8.3, the General Partner shall distribute the Available Cash Flow of the Partnership in accordance with the allocations of

income, gain, loss and deduction made pursuant to Section 8.3(a); provided, however, to the extent any amount of a cash distribution would create or increase a deficit in the capital account of any Partner, such amount shall not be distributed to such Partner. Such distributions shall be made in quarterly installments within 45 days after the end of each calendar quarter or at such time or times as the General Partner shall deem practicable. The General Partner shall have the right to withhold any distribution of Available Cash Flow if it deems it to be in the best interest of the Partnership to do so.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE

9.1 Powers. Subject to the provisions of Sections 9.4 and 9.5 below, the management and control of the Partnership and its business and affairs shall rest exclusively with

the General Partner, which shall have all the rights and powers which may be possessed by a general partner pursuant to Alabama law, and such additional rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of its duties under this Agreement. The General Partner shall be the “tax matters partner” of the Partnership within the meaning of such term under the Code. Without limiting the generality of the foregoing, the General Partner may, at the cost, expense and risk of the Partnership:

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

ARTICLE X

STATUS OF LIMITED PARTNER

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

14.1 Notice. Except as otherwise specifically provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be duly given if delivered in writing personally to the person to whom it is directed, or if sent by United States certified mail return receipt requested or overnight express, as follows: if to the General Partner, at its address set forth in Section 5.1 of this Agreement or to such other address as the General Partner may from time to time specify by written notice to the Limited Partner pursuant to this Section 14.1, and if to the Limited Partner, at the Limited Partner’s address set forth in Appendix A hereto, or to such other address as the Limited Partner may from time to time specify by written notice to the General Partner and all other Partners pursuant to this Section14.1. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or as of the date on which the same was received, or in the event delivery is refused, the date such was deposited in the United States mail or with the overnight express company, postage prepaid, addressed and sent as aforesaid.

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH PROPERTIES CORPORATION

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

LIMITED PARTNER:

DIAGNOSTIC HEALTH CORPORATION

By		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Texas

Limited Partnership

General Partnership

Name

Mailing Address

General

Partnership

Interest

HEALTHSOUTH Properties

Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

LIMITED PARTNER

Name

Mailing Address

Number of Units

Social Security or
Taxpayer
Identification
Number

Diagnostic Health

Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

APPENDIX B

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Diagnostic Centers of Texas

Limited Partnership

List of Assets Contributed by the Limited Partner

Texas assets of Diagnostic Health Corporation

EX-3.45 41 dex345.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH DIAGNOSTIC CENTERS, INC. Certificate of Incorporation of HealthSouth Diagnostic Centers, Inc.

Exhibit 3.45

State of Alaska

Department of Commerce and Economic Development

Division of Banking, Securities and Corporations

CERTIFICATE

INCORPORATION

Business Corporation

The undersigned, as Commissioner of Commerce and Economic Development of the State of Alaska, hereby certifies that Articles of Incorporation of

HEALTHSOUTH DIAGNOSTIC CENTERS, INC.

have been received in this office and have been found to conform to law.

ACCORDINGLY, the undersigned, as Commissioner of Commerce and Economic Development, and by virtue of the authority vested in him by law, hereby issues this Certificate of Incorporation and attaches hereto the original copy of the Articles of Incorporation.

IN TESTIMONY WHEREOF, I execute this certificate

and affix the Great Seal of the State of Alaska on

November, 22, 1996

/s/ William L. Hensley

William L. Hensley

COMMISSIONER OF COMMERCE

AND ECONOMIC DEVELOPMENT


		Filed for Record
Date Received	FILING DATE:	State of Alaska

Receipt No.:		NOV 22 1996

Amount:
		Department of Commerce
		& Economic Development

(File the Original Application and an Exact Copy)

ARTICLES OF INCORPORATION

(Domestic Business Corporation)

The undersigned natural person(s) of the age of eighteen years or more, acting as incorporator(s) of a corporation under the Alaska Corporations Code (AS 10.06), adopt the following Articles of Incorporation: Please submit document in dark, legible print.

ARTICLE I (See information and instructions)

The name of the corporation is

HEALTHSOUTH Diagnostic Centers, Inc.

ARTICLE II (See information and instructions)


1. The corporation is organized for the purpose or purposes of:

To own, operate and maintain outpatient diagnostic imaging centers.

2. The Standard Industrial Code(s) which most closely describe the initial activities of the corporation are:
Primary 8099	Secondary 8093	Other

Stop: Both 1 and 2 must be completed.

ARTICLE III (See information and instructions)


The shares which the corporation shall have authority to issue or the board to fix is:
1,000	Common	n/a
Number of Shares	Class	Series

Number of Shares	Class	Series

Number of Shares	Class	Series

ARTICLE IV (See information and instructions)


1. The address (not a P.O. Box) of the initial registered office is:
c/o C T CORPORATION SYSTEM, Suite 300, 801 West Tenth Street, Juneau,		Alaska 99801
No. and Street City		Zip Code

2. Mailing address of the initial registered office, if different than above, is:
	,	Alaska
P.O. Box City		Zip Code

3. The name of the initial registered agent at the registered office is:
C T CORPORATION SYSTEM

ARTICLE V (See information and instructions)


The name and address of each alien affiliate is (if none, please indicate “N/A”)

Name		Complete Residence or Business Address

n/a

(Use space below or attach additional pages for continuation of previous Articles and/or additional Articles.)

Please indicate which article you are responding to and/or insert any desired additional provisions authorized by the act by adding additional articles here (see part 10 of instructions).

(Please print or type the name below each signature.)

Signed by the incorporator or incorporators this 20th day of November, 1996


		HEALTHSOUTH Diagnostic Centers, Inc.

	By:	/s/ William W. Horton
		William W. Horton, Vice President and Incorporator



Subscribed and sworn before me this 19th day of November, 1996.

		/s/ Vicki E. Owens
		Notary Public
		Vicki E. Owens, Alabama Notary State-at-Large
		My commission expires: 08/11/97

EX-3.46 42 dex346.htm BYLAWS OF HEALTHSOUTH DIAGNOSTIC CENTERS, INC. Bylaws of HealthSouth Diagnostic Centers, Inc.

Exhibit 3.46

BY-LAWS

HEALTHSOUTH DIAGNOSTIC CENTERS, INC.

(an Alaska corporation)

TABLE OF CONTENTS*

BY-LAWS

HEALTHSOUTH DIAGNOSTIC CENTERS, INC.


		Page
ARTICLE I

OFFICES

Section 1.1.	Location
Section 1.2.	Change of Location

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

ARTICLE III

BOARD OF DIRECTORS

Section 3.1.	General Powers	4
Section 3.2.	Number of Directors	4
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	5
Section 3.6.	Resignation and Removal	5
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	7
Section 3.12.	Special Meetings	7

*	The Table of Contents appears here for convenience only and should not be considered a part of the Bylaws


Section 3.13.	Notice of Meetings; Waiver of Notice	8
Section 3.14.	Committees of Directors	8
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	9
Section 3.17.	Action Without Meeting	9

ARTICLE IV

OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	10
Section 4.3.	Subordinate Officers, Agents and Employees	10
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	11
Section 4.6.	Resignations	11
Section 4.7.	Chairman of the Board	11
Section 4.8.	President	11
Section 4.9.	Vice President	12
Section 4.10.	Secretary	12
Section 4.11.	Treasurer	12
Section 4.12.	Controller	13
Section 4.13.	Bond	13

ARTICLE V

CAPITAL STOCK

Section 5.1.	Issuance of Certificates of Stock	13
Section 5.2.	Signatures on Stock Certificates	13
Section 5.3.	Stock Ledger	13
Section 5.4.	Regulations Relating to Transfer	14
Section 5.5.	Transfers	14
Section 5.6.	Cancellation	14
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	15

ARTICLE VI

INDEMNIFICATION

Section 6.1.	Indemnification	16
Section 6.2.	Indemnification Insurance	17

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	17
Section 7.2.	Fiscal Year	17
Section 7.3.	Waiver of Notice	17


Section 7.4.	Execution of Instruments, Contracts, Etc.	18

ARTICLE VIII

AMENDMENTS

Section 8.1.	By Stockholders	18
Section 8.2.	By Directors	19

iii

BY-LAWS

HEALTHSOUTH DIAGNOSTIC CENTERS, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH Diagnostic Centers, Inc., (the “Corporation”) in the State of Alaska and the name of the registered agent at such address shall be as specified in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Alaska as the Board of Directors may from time to time designate or the business of the Corporation may require.

Section 1.2. Change of Location. In the manner permitted by law, the Board of Directors or the registered agent may change the address of the Corporation’s registered office in the State of Alaska and the Board of Directors may make, revoke or change the designation of the registered agent.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the stockholders of the Corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Corporation, or at such other place within or without the State of Alaska as the Board of Directors may fix by resolution or as set forth in the notice of the meeting. In the event that the Board of Directors shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of April of each year, commencing with the year 1997, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law. Special meetings of stockholders shall be held at such time and such place, within or without the State of Alaska, as shall be designated in the notice of meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall consist of one or more members. The exact number of Directors which shall constitute the

whole Board of Directors shall be fixed from time to time by resolution adopted by a majority of the whole Board of Directors. Until the number of Directors has been so fixed by the Board of Directors, the number of Directors constituting the whole Board of Directors shall be three. After fixing the number of Directors constituting the whole Board of Directors, the Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, from time to time change the number of Directors constituting the whole Board of Directors.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.9. Regulations. The Board of Directors may adopt such rules and regulations for the conduct of the business and management of the Corporation, not inconsistent with law or the Certificate of Incorporation or these By-laws, as the Board of Directors may deem proper. The Board of Directors may hold its meetings and cause the books and records of the Corporation to be kept at such place or places within or without the State of Alaska as the Board of Directors may from time to time determine. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or any committee of the Board of Directors or in relying in good faith upon other records of the Corporation.

Section 3.10. Annual Meeting. An annual meeting of the Board of Directors shall be called and held for the purpose of organization, election of officers and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of stockholders, no notice of the annual meeting of the Board of Directors need be given. Otherwise, such annual meeting shall be held at such time (not more than thirty days after the annual meeting of stockholders) and place as may be specified in a notice of the meeting.

Section 3.11. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place, within or without the State of Alaska, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting.

Section 3.17. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof maybe taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

designated by the Board of Directors, may from time to time determine. The Board of Directors at any time may appoint and remove, or may delegate to any principal officer the power to appoint and to remove, any subordinate officer, agent or employee of the Corporation.

Section 4.7. Chairman of the Board. The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as maybe assigned to him from time to time by the Board of Directors.

Section 4.12. Controller. The Controller shall be the chief accounting officer of the Corporation and shall have supervision over the maintenance and custody of the accounting operations of the Corporation, including the keeping of accurate accounts of all receipts and disbursements and all other financial transactions. The Controller shall have all powers and duties usually incident to the office of Controller, except as specifically limited by a resolution of the Board of Directors. The Controller shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

ARTICLE V

CAPITAL STOCK

Section 5.3. Stock Ledger. A record of all certificates for capital stock issued by the Corporation shall be kept by the Secretary or any other officer or employee of the Corporation

designated by the Secretary or by any transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show the name and address of the person, firm or corporation in which certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate, and in case of certificates which have been canceled, the dates of cancellation thereof.

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Corporate Seal. The seal of the Corporation shall be circular in form with the name of the Corporation in the circumference and the words “Corporate Seal, Alaska” in the center. Alternatively, the Secretary and any Assistant Secretary are authorized to use a seal which has the name “HRC Subsidiary” in place of the Corporation’s name and such alternative seal shall have the same force and effect as the seal otherwise authorized by these By-laws. The seal may be used by causing it to be affixed or impressed, or a facsimile thereof may be reproduced or otherwise used in such manner as the Board of Directors may determine.

Section 7.4. Execution of Instruments, Contracts, Etc.

ARTICLE VIII

AMENDMENTS

EX-3.47 43 dex347.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH HOLDINGS, INC. Certificate of Incorporation of HealthSouth Holdings, Inc.

Exhibit 3.47

CERTIFICATE OF INCORPORATION

HEALTHSOUTH Holdings, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH Holdings, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Rehabilitation Corporation

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243z

SEVENTH: The Board of Directors shall have the power to make, alter or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole Board of Directors. Election of Directors need not be by written ballot. The names and mailing addresses of the initial Board of Directors, to serve until their successors are elected and qualified pursuant to the General Corporation Law of the State of Delaware and the Bylaws adopted by this Corporation, are as follows:

Richard M. Scrushy

Two Perimeter Park South

Birmingham, Alabama 35243

Aaron Beam, Jr.

Two Perimeter Park South

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South

Birmingham, Alabama 35243

EIGHTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article EIGHTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit. No amendment to, or repeal of, this Article EIGHTH shall apply to, or have any effect on, the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.

The undersigned, being the sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate and does hereby declare and certify that the facts stated herein are true, and accordingly does hereunto sign this Certificate of Incorporation this 21st day of December, 1994.

/s/ William W. Horton

William W. Horton

CERTIFICATE OF MERGER

MID-SOUTH REHAB GROUP, INC.

(a Tennessee corporation)

into

HEALTHSOUTH Holdings, Inc.

(a Delaware corporation)

Pursuant to the provisions of Section 252 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc. hereby certifies that:

1. The name and state of incorporation of each of the constituent corporations are:


Name of Corporation		State of Incorporation
Mid-South Rehab Group, Inc.		Tennessee
HEALTHSOUTH Holdings, Inc.		Delaware

2. An agreement of merger has ‘been approved, adopted, certified, executed and acknowledged by Mid-South Rehab Group, Inc. and by HEALTHSOUTH Holdings, Inc. in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware.

3. The name of the surviving corporation is HEALTHSOUTH Holdings, Inc.

4. The Certificate of Incorporation of HEALTHSOUTH Holdings, Inc. shall be the Certificate of Incorporation of the surviving corporation.

5. The surviving corporation is a corporation organized and existing under the laws of the State of Delaware.

6. The executed agreement of merger is on file at the principal place of business of HEALTHSOUTH Holdings, Inc. at Two Perimeter Park South, Birmingham, Alabama 35243.

7. A copy of the agreement of merger will be furnished by HEALTHSOUTH Holdings, Inc., on request and without cost, to any stockholder of Mid-South Rehab Group, Inc. or HEALTHSOUTH Holdings, Inc.

8. The authorized capital stock of Mid-South Rehab Group, Inc. is 2,000 shares of Common Stock, without par value.

IN WITNESS WHEREOF, HEALTHSOUTH Holdings, Inc. has caused this certificate to be signed by its Vice President as of the 28th day of December, 1994.


HEALTHSOUTH Holdings, Inc.

By		/s/ William W. Horton
		William W. Horton
		Vice President

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

ASSOCIATED THERAPY CENTERS, INC.

INTO

HEALTHSOUTH HOLDINGS, INC.

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company), hereby certifies as follows:

FIRST: That the Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: That the Company owns all of the outstanding shares of each class of the capital stock of Associated Therapy Centers, Inc., an Ohio corporation (the “Subsidiary”).

THIRD: The Plan of Merger, duly adopted by the Board of Directors of the Company, is hereby attached as Exhibit A and incorporated herein by reference as of the date hereof.

NOW, THEREFORE, BE IT RESOLVED, that the Plan be, and hereby is, in all respects approved in the form presented to the Board, subject to such additional or revised terms and conditions as may be negotiated; and

President of the Company, and the Secretary or any Assistant Secretary of the Company, to be an Authorized Representative, as such term is hereinafter used in these resolutions; and

BE IT FURTHER RESOLVED, that without limiting the foregoing, the Authorized Representatives be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to make, execute and acknowledge a Certificate of Ownership and Merger/Certificate of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger; and

FIFTH: The merger of the Subsidiary into the Company shall become effective at the close of business on the thirty-first day of December, 1996, Eastern Standard Time.

IN WITNESS WHEREOF, said HEALTHSOUTH Holdings, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 23rd day of December, 1996.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of this 23rd day of December, 1996.


HEALTHSOUTH HOLDINGS, INC.

By	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


ASSOCIATED THERAPY CENTERS, INC.

By	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

LANCASTER REHABILITATION & SPORTS MEDICINE CENTER, INC.

(a Pennsylvania corporation)

INTO

HEALTHSOUTH HOLDINGS, INC.

(a Delaware corporation)

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: The Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: The Company owns all of the outstanding shares of each class of the capital stock of Lancaster Rehabilitation & Sports Medicine Center, Inc., a Pennsylvania corporation (the “Subsidiary”).

THIRD: The Plan of Merger, duly adopted by the Board of Directors of the Company, is hereto attached as Exhibit A and incorporated herein by reference as of the date hereof.

FOURTH: The Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board, on the 4th day of June, 1997, determined to and did merge into itself said Subsidiary on the conditions set forth in such resolutions:

FIFTH: The merger of the Subsidiary into the Company shall become effective upon filing.

IN WITNESS WHEREOF, said HEALTHSOUTH Holdings, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 4th day of June, 1997.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger were advised, authorized and approved by the Board of Directors of the constituent corporations, in the manner prescribed by the Articles/Certificate of Incorporation or charters of the constituent corporations, the General Corporation Law of the State of Delaware and the Pennsylvania Business Corporation Law:

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary, Lancaster Rehabilitation & Sports Medicine Center, Inc., a Pennsylvania corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Parent, any Executive Vice President, Senior Vice President or Group Vice President of the Parent, and the Secretary or any Assistant Secretary of the Parent, are hereby authorized and directed to make, execute and acknowledge a Certificate Ownership and Merger/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers as of the 4th day of June, 1997, heretofore executed under penalty of perjury.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


LANCASTER REHABILITATION & SPORTS MEDICINE CENTER, INC.

By		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

PARTNERSHIP REHABILITATION, INC.

(a Georgia corporation)

INTO

HEALTHSOUTH HOLDINGS, INC.

(a Delaware corporation)

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: The Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: The Company owns all of the outstanding shares of each class of the capital stocks of Partnership Rehabilitation, Inc., a Georgia corporation (the “Subsidiary”).

THIRD: The Plan of Merger, duly adopted by the Board of Directors of the Company, is hereto attached as Exhibit A and incorporated herein by reference as of the date hereof.

FOURTH: The Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board, on the 25th day of June, 1997, determined to and did merge into itself said Subsidiary on the conditions set forth in such resolutions:

FIFTH: The merger of the Subsidiary into the Company shall become effective upon filing.

IN WITNESS WHEREOF, said HEALTHSOUTH Holdings, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 25th day of June, 1997.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

EXHIBIT A

PLAN OF MERGER

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary, Partnership Rehabilitation, Inc., a Georgia corporation (the “Subsidiary”), and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Parent, any Executive Vice President, Senior Vice President or Group Vice President of the Parent, and the Secretary or any Assistant Secretary of the Parent, are hereby authorized and directed to make, execute and acknowledge a Certificate Ownership and Merger/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers as of the 25th day of June, 1997, heretofore executed under penalty of perjury.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


PARTNERSHIP REHABILITATION, INC.

By		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

CENTRAL JERSEY HAND SURGERY, REHABILITATION, INC.

INTO

HEALTHSOUTH HOLDINGS, INC.

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Corporation), hereby certifies as follows:

FIRST: The Corporation was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: The Corporation owns all of the outstanding shares of each class of the capital stock of Central Jersey Hand Surgery, Rehabilitation, Inc., a New Jersey corporation (the “Subsidiary”).

THIRD: The Plan of Merger, duly adopted by the Board of Directors of the Corporation, is hereto attached as Exhibit A and incorporated herein by reference as of the date hereof.

FOURTH: The Corporation, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board, on the 17th day of November, 1997, determined to and did merge into itself said Subsidiary on the conditions set forth in such resolutions:

BE IT FURTHER RESOLVED, that the Authorized Representatives be, and each of them hereby is, authorized, for and on behalf of the Company, to negotiate, execute and deliver the Plan and to take any and all actions, to make, execute, file and/or record any and all documents and instruments deemed necessary or advisable in order to effect the transactions contemplated by the Plan or by the foregoing resolutions. the taking of such actions and the execution of such documents to be conclusive of their power and authority to do so; and

BE IT FURTHER RESOLVED, that without limiting the foregoing, the Authorized Representatives be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to make, execute and acknowledge a Certificate of Ownership and Merger and Certificate of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger; and

FIFTH: The merger of the Subsidiary into the Company shall become effective upon filing.

IN WITNESS WHEREOF, said HEALTHSOUTH Holdings, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 17th day of November, 1997.

HEALTHSOUTH HOLDINGS, INC.

/s/ William W. Horton

William W. Horton

Its Vice President

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger were advised, authorized and approved by the Board of Directors of HEALTHSOUTH Holdings, Inc., in the manner prescribed by the Articles/Certificates of Incorporation or charters of the constituent corporations, the General Corporation Law of the State of Delaware and the New Jersey Business Corporation Act:

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary Central Jersey Hand Surgery, Rehabilitation, Inc., a New Jersey corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

2. Upon the effectiveness of such merger. (a) the separate corporate existence of the Subsidiary shall cease, (b) all outstanding shares of capital stock of the Subsidiary shall be canceled and no shares of capital stock of the Parent shall be issued as a result of the merger, (c) all corporate acts. liabilities and obligations of the Subsidiary shall become the acts, liabilities and obligations of the Parent, and (d) the merger shall have all effects specified in applicable provisions of the General Corporation Law of the State of Delaware and the New Jersey Business Corporation Act.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Parent, any Executive Vice President, Senior Vice President or Group Vice President of the Parent, and the Secretary or any Assistant Secretary of the Parent, are hereby authorized and directed to make, execute and acknowledge a Certificate of Ownership and Merger and Certificate of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of this the 17th day of November, 1997.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President


CENTRAL JERSEY HAND SURGERY,
REHABILITATION, INC.

By		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF

DIRECTORS OF HEALTHSOUTH HOLDINGS, INC.

The undersigned, constituting all of the members of the Board of Directors (the “Board”) of HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”), pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, do hereby (i) consent to and adopt the resolutions set forth on Exhibit A attached hereto and incorporated herein by reference as of the date hereof, which resolutions shall have the same force and effect as if adopted by unanimous affirmative vote at a meeting of the Company’s Board of Directors duly called and held; (ii) waive all requirements of notice; and (iii) direct that this Written Consent be filed in the minutes of the proceedings of the Company. This Consent may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Written Consent as of this 17th day of November, 1997.

/s/ Richard M. Scrushy

Richard M. Scrushy

/s/ James P. Bennett

James P. Bennett

/s/ Anthony J. Tanner

Anthony J. Tanner

EXHIBIT A

RESOLUTIONS OF THE BOARD OF

DIRECTORS OF HEALTHSOUTH HOLDINGS, INC.

WHEREAS, the Board of Directors (the “Board”) of HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”), has reviewed the Plan of Merger, dated November 17, 1997 (the “Plan”), by and between the Company and Central Jersey Hand Surgery, Rehabilitation, Inc., a New Jersey corporation (the “Subsidiary”), pursuant to which the Subsidiary will be merged into the Company, and the Company shall be the surviving corporation; and

WHEREAS, it is deemed in the best interests of the Company that the Board ratify, confirm and approve, on behalf of the Company, the execution and delivery of the Plan;

BE IT FURTHER RESOLVED, that without limiting the foregoing, the Authorized Representatives be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to make, execute and acknowledge a Certificate of Ownership and Merger and Certificate of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger; and

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

TRI-COUNTY REHABILITATION, INC.

(a Pennsylvania corporation)

INTO

HEALTHSOUTH HOLDINGS, INC.

(a Delaware corporation)

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: The Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: The Company owns all of the outstanding shares of each class of the capital stock of Tri-County Rehabilitation, Inc., a Pennsylvania corporation (the “Subsidiary”).

THIRD: The Plan of Merger, duly adopted by the Board of Directors of the Company, is hereto attached as Exhibit A and incorporated herein by reference as of the date hereof.

FOURTH: The Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board, on the 16th day of May, 1997, determined to and did merge into itself said Subsidiary on the conditions set forth in such resolutions:

BE IT FURTHER RESOLVED. that the Authorized Representatives be, and each of them hereby is, authorized, for and on behalf of the Company and under its corporate seal if appropriate, to deliver all agreements and instruments and take all further actions that they deem necessary or appropriate in order to carry out the purposes of the Plan and the foregoing resolutions.

FIFTH: The merger of the Subsidiary into the Company shall become effective upon filing.

IN WITNESS WHEREOF, said HEALTHSOUTH Holdings, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 16th day of May, 1997.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

EXHIBIT A

PLAN OF MERGER

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary, Tri-County Rehabilitation, Inc., a Pennsylvania corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Parent, any Executive Vice President, Senior Vice President or Group Vice President of the Parent, and the Secretary or any Assistant Secretary of the Parent, are hereby authorized and directed to make, execute and acknowledge a Certificate Ownership and Merger/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers as of the 16th day of May, 1997, heretofore executed under penalty of perjury.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


TRI-COUNTY REHABILITATION, INC.

By		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

ATHENS PHYSICAL THERAPY SERVICES, INC.

(a Georgia corporation)

INTO

HEALTHSOUTH HOLDINGS, INC.

(a Delaware corporation)

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: The Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: The Company owns all of the outstanding shares of each class of the capital stock of Athens Physical Therapy Services, Inc., a Georgia corporation (the “Subsidiary”).

THIRD: The Plan of Merger, duly adopted by the Board of Directors of the Company, is hereto attached as Exhibit A and incorporated herein by reference as of the date hereof.

FOURTH: The Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board, on the 24th day of March, 1998, determined to and did merge into itself said Subsidiary on the conditions set forth in such resolutions:

BE IT FURTHER RESOLVED, that without limiting the foregoing, the Authorized Representatives be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to make, execute and acknowledge a Certificate of Ownership and Merger/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may he necessary or advisable to effect such merger; and

FIFTH: The merger of the Subsidiary into the Company shall become effective upon filing.

IN WITNESS WHEREOF, said HEALTHSOUTH Holdings, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 24th day of March, 1998.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

PLAN OF MERGER

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary, Athens Physical Therapy Services, Inc., a Georgia corporation (the “Subsidiary”), and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

2. Upon the effectiveness of such merger, (a) the separate corporate existence of the Subsidiary shall cease, (b) all outstanding shares of capital stock of the Subsidiary shall be canceled and no shares of capital stock of the Parent shall be issued as a result of the merger, (c) all corporate acts, liabilities and obligations of the Subsidiary shall became the acts, liabilities and obligations of the Parent, and (d) the merger shall have all effects specified in applicable provisions of the General Corporation Law of the State of Delaware and the Georgia Business Corporation Code.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Parent, any Executive Vice President, Senior Vice President or Group Vice President of the Parent, and the Secretary or any Assistant Secretary of the Parent, are hereby authorized and directed to make, execute and acknowledge a Certificate Ownership and Merger/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

5. The Company and the Subsidiary intend for the merger to qualify as a liquidation under Section 332 of the Internal Revenue Code of 1986, as amended.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers as of the 24th day of March, 1998, heretofore executed under penalty of perjury.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President


ATHENS PHYSICAL THERAPY SERVICES, INC.

By		/s/ C. Drew Demary
		C. Drew Demary
		Its Vice President

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

COLLEGE STREET REHABILITATION SERVICES, INC.

INTO

HEALTHSOUTH HOLDINGS, INC.

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: That the Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: That the Company owns all of the outstanding shares of each class of the capital stock of College Street Rehabilitation Services, Inc. a Texas corporation (the “Subsidiary”),

THIRD: The Plan of Merger, duly adopted by the Board of Directors of the Company, is hereby attached as Exhibit A and incorporated herein by reference as of the date hereof.

FOURTH: That the Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board, on the 5th day of February , 1998, determined to and did merge into itself the Subsidiary on the conditions set forth in such resolutions:

NOW THEREFORE BE IT FURTHER RESOLVED, that the Plan be, and hereby is, in all respects approved in the form presented to the Board, subject to such additional or revised terms and conditions as may be negotiated; and

FIFTH: The merger of the Subsidiary into the Company shall become effective upon filing.

IN WITNESS WHEREOF, said HEALTHSOUTH Holdings, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 5th day of February, 1998.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger were advised, authorized and approved by the respective Boards of Directors and stockholders of the constituent corporations, in the manner prescribed by the Articles/Certificates of Incorporation or charters of the constituent corporations, the General Corporation Law of the State of Delaware and the Texas Business Corporation Act:

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”) shall merge into itself College Street Rehabilitation Services, Inc., a Texas corporation (the “Subsidiary”) and assume all of the Subsidiary’s liabilities and obligations, with the Company being the surviving corporation.

2. Upon the effectiveness of such merger, (a) the separate corporate existence of the Subsidiary shall cease, (b) all outstanding shares of capital stock of the Subsidiary shall be canceled and no shares of capital stock of the Company shall be issued as a result of the merger, (c) all corporate acts, liabilities and obligations of the Subsidiary shall become the acts, liabilities and obligations of the Company, and (d) the merger shall have all effects specified in applicable provisions of the General Corporation Law of the State of Delaware and the Texas Business Corporation Act.

3. No amendments to the Certificate of Incorporation of the Company shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Company, any Executive Vice President, Senior Vice President or Group Vice President of the Company, and the Secretary or any Assistant Secretary of the Company, are hereby authorized and directed to make, execute and acknowledge a Certificate/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

5. The Company and the Subsidiary intend for the merger to classify as a liquidation under Section 332 of the Internal Revenue Code of 1986, as amended.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of this 5th day of February, 1998.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President



COLLEGE STREET REHABILITATION SERVICES

By		/s/ C. Drew Demaray
		C. Drew Demaray
		Its Vice President

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

FAYETTE PHYSICAL THERAPY, INC.

(a Georgia corporation)

INTO

HEALTHSOUTH HOLDINGS, INC.

(a Delaware corporation)

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: The Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: The Company owns all of the outstanding shares of each class of the capital stock of Fayette Physical Therapy. Inc., a Georgia corporation (the “Subsidiary”).

THIRD: The Plan of Merger, duly adopted by the Board of Directors of the Company, is hereto attached as Exhibit A and incorporated herein by reference as of the date hereof.

FOURTH: The Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board, on the 18th day of June, 1998, determined to and did merge into itself said Subsidiary on the conditions set forth in such resolutions:

FIFTH: The merger of the Subsidiary into the Company shall become effective upon filing.

IN WITNESS WHEREOF, said HEALTHSOUTH Holdings, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 18th day of June, 1998.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger were advised, authorized and approved by the Board of Directors of HEALTHSOUTH Holdings, Inc., a Delaware corporation, in the manner prescribed by the Articles/Certificate of Incorporation or charters of the constituent corporations, the General Corporation Law of the State of Delaware and the Georgia Business Corporation Code:

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary, Fayette Physical Therapy, Inc., a Georgia corporation (the °Subsidiary”), and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

2. Upon the effectiveness of such merger, (a) the separate corporate existence of the Subsidiary shall cease, (b) all outstanding shares of capital stock of the Subsidiary shall be canceled and no shares of capital stack of the Parent shall be issued as a result of the merger, (c) all corporate acts, liabilities and obligations of the Subsidiary shall become the acts, liabilities and obligations of the Parent, and (d) the merger shall have all effects specified in applicable provisions of the General Corporation Law of the State of Delaware and the Georgia Business Corporation Code.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Parent, any Executive Vice President, Senior Vice President or Group Vice President of the Parent, and the Secretary or any Assistant Secretary of the Parent, are hereby authorized and directed to make, execute and acknowledge a Certificate Ownership and Merger/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

5. The Company and the Subsidiary intend for the merger to qualify as a liquidation under Section 332 of the Internal Revenue Code of 1986, as amended.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers as of the 18th day of June, 1998, heretofore executed under penalty of perjury.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President


FAYETTE PHYSICAL THERAPY, INC.

By		/s/ C. Drew Demary
		C. Drew Demary
		Its Vice President

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

COLLEGE STREET REHABILITATION SERVICES, INC.

INTO

HEALTHSOUTH HOLDINGS, INC.

*****

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: That the Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: That the Company owns all of the outstanding shares of each class of the capital stock of College Street Rehabilitation Services, Inc. a Texas corporation (the “Subsidiary”).

THIRD: The Plan of Merger, duly adopted by the Board of Directors of the Company, is hereby attached as Exhibit A and incorporated herein by reference as of the date hereof.

FOURTH: That the Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board, on the 5th day of February, 1998, determined to and did merge into itself the Subsidiary on the conditions set forth in such resolutions:

FIFTH: The merger of the Subsidiary into the Company shall become effective upon filing.

PLAN OF MERGER

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Company”) shall merge into itself College Street Rehabilitation Services. Inc., a Texas corporation (the “Subsidiary”) and assume all of the Subsidiary’s liabilities and obligations, with the Company being the surviving corporation.

2. Upon the effectiveness of such merger, (a) the separate corporate existence of the Subsidiary shall cease, (b) all outstanding shares of capital stock of the Subsidiary shall be canceled and no shares of capital stock of the Company shall be issued as a result of the merger, (c) all corporate acts, liabilities and obligations of the Subsidiary shall become the acts, liabilities and obligations of the Company, and (d) the merger shall have all effects specified in applicable provisions of the General Corporation Law of the State of Delaware and the Texas Business Corporation Act.

3. No amendments to the Certificate of Incorporation of the Company shall occur as a result of such merger.

5. The Company and the Subsidiary intend for the merger to classify as a liquidation under Section 332 of the Internal Revenue Code of 1986, as amended.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of this 5th day of February, 1998.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President


COLLEGE STREET REHABILITATION SERVICES, INC.

By		/s/ C. Drew Demaray
		C. Drew Demaray
		Its Vice President

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

PROFESSIONAL THERAPY AND REHABILITATION, INC.

AND

PHYSICAL REHABILITATION PROFESSIONALS, INC.

(each an Oklahoma corporation)

INTO

HEALTHSOUTH HOLDINGS, INC.

(a Delaware corporation)

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, and Section 1083 of the General Corporation Law of the State of Oklahoma, HEALTH-SOUTH Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: The Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: The Company owns all of the outstanding shares of each class of the capital stock of Professional Therapy and Rehabilitation, Inc. and Physical Rehabilitation Professionals, Inc., each an Oklahoma corporation (collectively, the “Subsidiaries”), respectively.

THIRD: The Plans of Merger, duly adopted by the Board of Directors of the Company, are hereto attached as Exhibits A and incorporated herein by reference as of the date hereof.

FOURTH: The Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Company, on the 28th day of December, 1999, determined to and did merge into itself the Subsidiaries on the conditions set forth in such resolutions:

BE IT FURTHER RESOLVED, that without limiting the foregoing, the Authorized Representatives be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to make, execute and acknowledge a Certificate of Ownership and Merger, and to file the same in the office of the Secretary of State of the State of Delaware, the Secretary of State of the State of Oklahoma, and such other public offices as may be necessary or advisable to effect such merger; and

FIFTH: The Company hereby appoints the Secretary of State of Oklahoma as its agent to accept service of process in any suit or other proceedings. The address to which a copy of any process shall be mailed by the Secretary of State is: HEALTHSOUTH Holdings, Inc., One HealthSouth Parkway, Birmingham, Alabama, 35243.

SIXTH: The merger of the Subsidiaries into the Company shall become effective on December 31, 1999.

IN WITNESS WHEREOF, said HEALTHSOUTH Holdings, Inc. has caused this Certificate of Ownership and Merger to be signed by William W. Horton, its Senior Vice President, this 28th day of December, 1999.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Senior Vice President

ATTEST:

/s/Beall D.Gary, Jr.

Beall D. Gary, Jr.

Secretary

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger was advised, authorized and approved by the Board of Directors of HEALTHSOUTH Holdings, Inc., a Delaware corporation, and Professional Therapy and Rehabilitation, Inc., an Oklahoma corporation, in the manner prescribed by the Articles/Certificate of Incorporation or charters of the constituent corporations, the General Corporation Law of the State of Delaware and the General Corporation Law of the State of Oklahoma:

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Parent”), shall merge into itself its wholly-owned subsidiary, Professional Therapy and Rehabilitation, Inc., an Oklahoma corporation (the “Subsidiary”), and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Parent and Subsidiary, any Executive Vice President, Senior Vice President or Group Vice President of the Parent and Subsidiary, and the Secretary or any Assistant Secretary of the Parent and Subsidiary, are hereby authorized and directed to make, execute and acknowledge a Certificate Ownership and Merger and to file the same in the office of the Secretary of State of the State of Delaware and the Secretary of State of the State of Oklahoma.

5. The Company and the Subsidiary intend for the merger to qualify as a liquidation under Section 332 of the Internal Revenue Code of 1986, as amended.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers as of the 28th day of December, 1999, heretofore executed under penalty of perjury.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President


PROFESSIONAL THERAPY AND REHABILITATION, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger was advised, authorized and approved by the Board of Directors of HEALTHSOUTH Holdings, Inc., a Delaware corporation, and Physical Rehabilitation Professionals, Inc., an Oklahoma corporation, in the manner prescribed by the Articles/Certificate of Incorporation or charters of the constituent corporations, the General Corporation Law of the State of Delaware and the General Corporation Law of the State of Oklahoma:

1. HEALTHSOUTH Holdings, Inc., a Delaware corporation (the “Parent”), shall merge into itself its wholly-owned subsidiary, Physical Rehabilitation Professionals, Inc., an Oklahoma corporation (the “Subsidiary”), and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

5. The Company and the Subsidiary intend for the merger to qualify as a liquidation under Section 332 of the Internal Revenue Code of 1986, as amended.


HEALTHSOUTH HOLDINGS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President


PHYSICAL REHABILITATION PROFESSIONALS, INC.

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

EX-3.48 44 dex348.htm BYLAWS OF HEALTHSOUTH HOLDINGS, INC. Bylaws of HealthSouth Holdings, Inc.

Exhibit 3.48

BY-LAWS

ARTICLE I

Meetings of Stockholders

ARTICLE II

Board of Directors

ARTICLE III

Committees

ARTICLE IV

Officers

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

Section 6.5. Other Sources. The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

EX-3.49 45 dex349.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH LTAC OF SARASOTA, INC. Certificate of Incorporation of HealthSouth LTAC of Sarasota, Inc.

Exhibit 3.49

CERTIFICATE OF INCORPORATION

HEALTHSOUTH LTAC of Sarasota, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH LTAC of Sarasota, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

I. To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics, surgery centers and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and outpatient surgery and related care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

SEVENTH: The Board of Directors shall have the power to make, alter or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the

affirmative vote of a majority of the whole Board of Directors. Election of Directors need not be by written ballot. The names and mailing addresses of the initial Board of Directors, to serve until their successors are elected and qualified pursuant to the General Corporation Law of the State of Delaware and the Bylaws adopted by this Corporation, are as follows:

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

William T. Owens

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Brandon O. Hale

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

/s/ [William W. Horton]

William W. Horton

- 2 -

EX-3.50 46 dex350.htm BYLAWS OF HEALTHSOUTH LTAC OF SARASOTA, INC. Bylaws of HealthSouth LTAC of Sarasota, Inc.

Exhibit 3.50

BY-LAWS

HEALTHSOUTH LTAC of Sarasota, Inc.

(a Delaware corporation)

TABLE OF CONTENTS*

BY-LAWS

HEALTHSOUTH LTAC of Sarasota, Inc.


		Page
ARTICLE I
OFFICES

Section 1.1	Location	1
Section 1.2	Change of Location	1

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 2.1	Annual Meeting	1
Section 2.2	Special Meetings	1
Section 2.3	List of Stockholders Entitled to Vote	1
Section 2.4	Notice of Meetings	2
Section 2.5	Adjourned Meetings and Notice Thereof	2
Section 2.6	Quorum	2
Section 2.7	Voting	3
Section 2.8	Action by Consent of Stockholders	3

ARTICLE III
BOARD OF DIRECTORS

Section 3.1	General Powers	3
Section 3.2	Number of Directors	3
Section 3.3	Qualification	4
Section 3.4	Election	4
Section 3.5	Term	4
Section 3.6	Resignation and Removal	4
Section 3.7	Vacancies	4
Section 3.8	Quorum and Voting	4
Section 3.9	Regulations	5
Section 3.10	Annual Meeting	5
Section 3.11	Regular Meetings	5
Section 3.12	Special Meetings	5

*	The Table of Contents appears here for convenience only and should not be considered a part of the Bylaws.


Section 3.13	Notice of Meetings: Waiver of Notice	6
Section 3.14	Committees of Directors	6
Section 3.15	Powers and Duties of Committees	6
Section 3.16	Compensation of Directors	7
Section 3.17	Action Without Meeting	7

ARTICLE IV
OFFICERS

Section 4.1	Principal Officers	7
Section 4.2	Election of Principal Officers; Term of Office	7
Section 4.3	Subordinate Officers, Agents and Employees	8
Section 4.4	Delegation of Duties of Officers	8
Section 4.5	Removal of Officers	8
Section 4.6	Resignations	8
Section 4.7	Chairman of the Board	8
Section 4.8	President	8
Section 4.9	Vice President	8
Section 4.10	Secretary	9
Section 4.11	Treasurer	9
Section 4.12	Controller	9
Section 4.13	Bond	9

ARTICLE V
CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	9
Section 5.2	Signatures on Stock Certificates	10
Section 5.3	Stock Ledger	10
Section 5.4	Regulations Relating to Transfer	10
Section 5.5	Transfers	10
Section 5.6	Cancellation	10
Section 5.7	Lost, Destroyed, Stolen and Mutilated Certificates	10
Section 5.8	Fixing of Record Dates	11

ARTICLE VI
INDEMNIFICATION

Section 6.1	Indemnification	12
Section 6.2	Indemnification Insurance	12

ARTICLE VII
MISCELLANEOUS PROVISIONS

Section 7.1	Corporate Seal	12
Section 7.2	Fiscal Year	13
Section 7.3	Waiver of Notice	13
Section 7.4	Execution of Instruments, Contracts, Etc.	13



ARTICLE VIII
AMENDMENTS

Section 8.1	By Stockholders	13
Section 8.2	By Directors	14

iii

BY-LAWS

HEALTHSOUTH LTAC of Sarasota, Inc.

ARTICLE I

OFFICES

Section 1.1 Location. The address of the registered office of HEALTHSOUTH LTAC of Sarasota, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as specified in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

Section 1.2 Change of Location. In the manner permitted by law, the Board of Directors or the registered agent may change the address of the Corporation’s registered office in the State of Delaware and the Board of Directors may make, revoke or change the designation of the registered agent.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Corporation, or at such other place within or without the State of Delaware as the Board of Directors may fix by resolution or as set forth in the notice of the meeting. In the event that the Board of Directors shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of March of each year, commencing with the year 2002, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2 Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law. Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.3 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Corporation shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of stockholders, a complete list, based upon the record date for such meeting determined pursuant to Section 5.8, of the stockholders entitled to vote at

the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if such place shall not be so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.4 Notice of Meetings. Written notice of each annual and special meeting of stockholders, other than any meeting the giving of notice of which is otherwise prescribed by law, stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed, in writing, at least ten but not more than fifty days before the date of such meeting, to each stockholder entitled to vote thereat. If mailed, such notice shall be deposited in the United States mail, postage prepaid, directed to such stockholder at his address as the same appears on the records of the Corporation. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Corporation that notice has been duly given shall be evidence of the facts stated therein.

Section 2.5 Adjourned Meetings and Notice Thereof. Any meeting of stockholders may be adjourned to another time or place, and the Corporation may transact at any adjourned meeting any business which might have been transacted at the original meeting. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless (a) any adjournment or series of adjournments caused the original meeting to be adjourned for more than thirty days after the date originally fixed therefor, or (b) a new record date is fixed for the adjourned meeting. If notice of an adjourned meeting is given, such notice shall be given to each stockholder of record entitled to vote at the adjourned meeting in the manner prescribed in Section 2.4 for the giving of notice of meetings.

Section 2.6 Quorum. At any meeting of stockholders, except as otherwise expressly required by law or by the Certificate of Incorporation, the holders of record of at least a majority of the outstanding shares of capital stock entitled to vote or act at such meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business, but less than a quorum shall have power to adjourn any meeting until a quorum shall be present. When a quorum is once present to organize a meeting, the quorum cannot be destroyed by the subsequent withdrawal or revocation of the proxy of any stockholder. Shares of capital stock owned by the Corporation or by another corporation, if a majority of the shares of such other corporation entitled to vote in the election of Directors is held by the Corporation, shall not be counted for quorum purposes or entitled to vote.

Section 2.7 Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

Section 2.8 Action by Consent of Stockholders. Unless otherwise provided in the Certificate of Incorporation, whenever any action by the stockholders at a meeting thereof is required or permitted by law, the Certificate of Incorporation, or these By-laws, such action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of such action without a meeting and by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The property, business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors may exercise all such powers of the Corporation and have such authority and do all such lawful acts and things as are permitted by law, the Certificate of Incorporation or these By-laws.

Section 3.2 Number of Directors. The Board of Directors of the Corporation shall consist of one or more members. The exact number of Directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution adopted by a majority of the whole Board of Directors. Until the number of Directors has been so fixed by the Board of

Directors, the number of Directors constituting the whole Board of Directors shall be three. After fixing the number of Directors constituting the whole Board of Directors, the Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, from time to time change the number of Directors constituting the whole Board of Directors.

Section 3.3 Qualification. Directors must be natural persons but need not be stockholders of the Corporation. Directors who willfully neglect or refuse to produce a list of stockholders entitled to vote at any meeting for the election of Directors shall be ineligible for election to any office at such meeting.

Section 3.4 Election. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, after the first meeting of the Corporation at which Directors are elected, Directors of the Corporation shall be elected in each year at the annual meeting of stockholders, or at a special meeting in lieu of the annual meeting called for such purpose, by a plurality of votes cast at such meeting. The voting on Directors at any such meeting shall be by written ballot unless otherwise provided in the Certificate of Incorporation.

Section 3.5 Term. Each Director shall hold office until his successor is duly elected and qualified, except in the event of the earlier termination of his term of office by reason of death, resignation, removal or other reason.

Section 3.6 Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.7 Vacancies. Vacancies in the Board of Directors and newly created Directorships resulting from any increase in the authorized number of Directors shall be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8 Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of

Directors shall be present to constitute a quorum for the transaction of business. A Director interested in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.9 Regulations. The Board of Directors may adopt such rules and regulations for the conduct of the business and management of the Corporation, not inconsistent with law or the Certificate of Incorporation or these By-laws, as the Board of Directors may deem proper. The Board of Directors may hold its meetings and cause the books and records of the Corporation to be kept at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in. relying in good faith upon the books of account or reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or any committee of the Board of Directors or in relying in good faith upon other records of the Corporation.

Section 3.10 Annual Meeting. An annual meeting of the Board of Directors shall be called and held for the purpose of organization, election of officers and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of stockholders, no notice of the annual meeting of the Board of Directors need be given. Otherwise, such annual meeting shall be held at such time (not more than thirty days after the annual meeting of stockholders) and place as may be specified in a notice of the meeting.

upon the written request of a majority of the whole Board of Directors directed to the Chairman of the Board, the President or the Secretary. Except as provided below, notice of any special meeting of the Board of Directors, stating the time, place and purpose of such special meeting, shall be given to each Director.

Section 3.13 Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the day on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Section 3.14 Committees of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.

Section 3.15 Powers and Duties of Committees. Any committee, to the extent provided in the resolution or resolutions creating such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee shall have the power or authority with regard to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the

Corporation or a revocation of a dissolution, or amending the By-laws. The Board of Directors may, in the resolution creating a committee, grant to such committee the power and authority to declare a dividend or authorize the issuance of stock.

Section 3.16 Compensation of Directors. Each Director shall be entitled to receive for attendance at each meeting of the Board of Directors or any duly constituted committee thereof which he attends, such fee as is fixed by the Board and in connection therewith shall be reimbursed by the Corporation for travel expenses. The fees to such Directors may be fixed in unequal amounts among them, taking into account their respective relationships to the Corporation in other capacities. These provisions shall not be construed to preclude any Director from receiving compensation in serving the Corporation in any other capacity.

Section 3.17 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

Section 4.1 Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

Section 4.2 Election of Principal Officers; Term of Office. The principal officers of the Corporation shall be elected annually by the Board of Directors at such annual meeting of the Board of Directors. Failure to elect any principal officer annually shall not dissolve the Corporation.

Section 4.3 Subordinate Officers, Agents and Employees. In addition to the principal officers, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries, and such other subordinate officers, agents and employees as the Board of Directors may deem advisable, each of whom shall hold office for such period and have such authority and perform such duties as the Board of Directors, the Chairman of the Board, the President, or any officer designated by the Board of Directors, may from time to time determine. The Board of Directors at any time may appoint and remove, or may delegate to any principal officer the power to appoint and to remove, any subordinate officer, agent or employee of the Corporation.

Section 4.4 Delegation of Duties of Officers. The Board of Directors may delegate the duties and powers of any officer of the Corporation to any other officer or to any Director for a specified period of time for any reason that the Board of Directors may deem sufficient.

Section 4.6 Resignations. Any officer may resign at any time by giving written notice of resignation to the Board of Directors, to the Chairman of the Board, to the President or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. Unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make the resignation effective.

Section 4.7 Chairman of the Board. The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.8 President. The President shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors at which he is present. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and affairs of the Corporation and shall be responsible for carrying out the policies and objectives established by the Board of Directors. The President shall have all powers and duties usually incident to the office of the President, except as specifically limited by a resolution of the Board of Directors. The President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.9 Vice President. In the absence or disability of the President or if the office of President be vacant, the Vice Presidents in the order determined by the Board of Directors, or if no such determination has been made, in the order of their seniority, shall perform the duties and exercise the powers of the President, subject to the right of the Board of

Directors at any time to extend or confine such powers and duties or to assign them to others. Any Vice President may have such additional designation in his title as the Board of Directors may determine. The Vice Presidents shall generally assist the President in such manner as the President shall direct. Each Vice President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.10 Secretary. The Secretary shall act as Secretary of all meetings of stockholders and of the Board of Directors at which he is present, shall record all the proceedings of all such meetings in a book to be kept for that purpose, shall have supervision over the giving and service of notices of the Corporation, and shall have supervision over the care and custody of the records and seal of the Corporation. The Secretary shall be empowered to affix the corporate seal to documents, the execution of which on behalf of the Corporation under its seal is duly authorized, and when so affixed may attest the same. The Secretary shall have all powers and duties usually incident to the office of Secretary, except as specifically limited by a resolution of the Board of Directors. The Secretary shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.11 Treasurer. The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Corporation and shall cause the funds of the Corporation to be deposited in the name of the Corporation in such banks or other depositories as the Board of Directors may designate. The Treasurer shall have supervision over the care and safekeeping of the securities of the Corporation. The Treasurer shall have all powers and duties usually incident to the office of Treasurer, except as specifically limited by a resolution of the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.12 Controller. The Controller shall be the chief accounting officer of the Corporation and shall have supervision over the maintenance and custody of the accounting operations of the Corporation, including the keeping of accurate accounts of all receipts and disbursements and all other financial transactions. The Controller shall have all powers and duties usually incident to the office of Controller, except as specifically limited by a resolution of the Board of Directors. The Controller shall have such other powers and perform such other duties as maybe assigned to him from time to time by the Board of Directors or the President.

Section 4.13 Bond. The Board of Directors shall have power, to the extent permitted by law, to require any officer, agent or employee of the Corporation to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board of Directors may determine.

ARTICLE V

CAPITAL STOCK

Section 5.1 Issuance of Certificates of Stock. Each stockholder of the Corporation shall be entitled to a certificate or certificates in such form as shall be approved by the Board of Directors, certifying the number of shares of capital stock of the Corporation owned by such stockholder.

Section 5.2 Signatures on Stock Certificates. Certificates for shares of capital stock of the Corporation shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the President or a Vice President and by, or in the name of the corporation by, the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer. Any of or all the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such signer were such officer at the date of issue.

Section 5.3 Stock Ledger. A record of all certificates for capital stock issued by the Corporation shall be kept by the Secretary or any other officer or employee of the Corporation designated by the Secretary or by any transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show the name and address of the person, firm or corporation in which certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate, and in case of certificates which have been canceled, the dates of cancellation thereof.

Section 5.4 Regulations Relating to Transfer. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with law, the Certificate of Incorporation or these By-laws, concerning issuance, transfer and registration of certificates for shares of capital stock of the Corporation. The Board of Directors may appoint, or authorize any principal officer to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars and may require all certificates for capital stock to bear the signature or signatures of any of them.

Section 5.5 Transfers. Transfers of capital stock shall be made on the books of the Corporation only upon delivery to the Corporation or its transfer agent of (i) a written direction of the registered holder named in the certificate or such holder’s attorney lawfully constituted in writing, (ii) the certificate for the shares of capital stock being transferred, and (iii) a written assignment of the shares of capital stock evidenced thereby.

Section 5.6 Cancellation. Each certificate for capital stock surrendered to the Corporation for exchange or transfer shall be canceled and no new certificate or certificates shall be issued in exchange for any existing certificate (other than pursuant to Section 5.7) until such existing certificate shall have been canceled.

certificate shall be lost, stolen or destroyed, the Corporation may, in the discretion of the Board of Directors or a committee designated thereby with power so to act, issue a new certificate for capital stock in the place of any such lost, stolen or destroyed certificate. The applicant for any substituted certificate or certificates shall surrender any mutilated certificate or, in the case of any lost, stolen or destroyed certificate, furnish satisfactory proof of such loss, theft or destruction of such certificate and of the ownership thereof. The Board of Directors or such committee may, in its discretion, require the owner of a lost or destroyed certificate, or his representatives, to furnish to the Corporation a bond with an acceptable surety or sureties and in such sum as will be sufficient to indemnify the Corporation against any claim that may be made against it on account of the lost, stolen or destroyed certificate or the issuance of such new certificate. A new certificate may be issued without requiring a bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 5.8 Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification. The Corporation shall, to the full extent permitted by applicable law, indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation or of a constituent corporation absorbed by the Corporation in a consolidation or merger or is or was serving at the request of the Corporation or such constituent corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, was or is a party or is threatened to be a party to:

Section 6.2 Indemnification Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under applicable law.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Corporate Seal. The seal of the Corporation shall be circular in form with the name of the Corporation in the circumference and the words “Corporate Seal, Delaware” in the center. Alternatively, the Secretary and any Assistant Secretary are authorized to use a seal which has the name “HRC Subsidiary” in place of the Corporation’s name and such alternative seal shall have the same force and effect as the seal otherwise authorized by these By-laws. The seal may be used by causing it to be affixed or impressed, or a facsimile thereof may be reproduced or otherwise used in such manner as the Board of Directors may determine.

Section 7.2 Fiscal Year. The fiscal year of the Corporation shall be from January 1 to December 31, inclusive, in each year, or such other twelve consecutive months as the Board of Directors may designate.

Section 7.3 Waiver of Notice. Whenever any notice is required to be given under any provision of law, the Certificate of Incorporation, or these By-laws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, Directors, or members of a committee of Directors, need be specified in any written waiver of notice unless so required by the Certificate of Incorporation.

Section 7.4 Execution of Instruments, Contracts, Etc.

ARTICLE VIII

AMENDMENTS

Section 8.1 By Stockholders. These By-laws may be amended, altered or repealed, or new By-laws may be adopted, at any meeting of stockholders by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote thereat, provided that, in the case of a special meeting, notice that an amendment is to be considered and acted upon shall be inserted in the notice or waiver of notice of said meeting.

Section 8.2 By Directors. To the extent permitted by the Certificate of Incorporation, these By-laws may be amended, altered or repealed, or new By-laws may be adopted, at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of the whole Board.

EX-3.51 47 dex351.htm ARTICLES OF MERGER OF HEALTHSOUTH MEDICAL CENTER, INC. Articles of Merger of HealthSouth Medical Center, Inc.

Exhibit 3.51

ARTICLES OF MERGER

HEALTHSOUTH Medical Center, Inc.

(a Delaware corporation)

into

HEALTHSOUTH Medical Center of Alabama, Inc.

(an Alabama corporation)

Pursuant to the provisions of Section 10-2A-146, Code of Alabama (1975), the undersigned domestic and foreign corporations adopt the following Articles of Merger for the purpose of merging them into one of such corporations:

FIRST: The names of the undersigned corporations, the States under the laws of which they are organized, and, in the case of the Alabama corporation, the County in which its Certificate of Incorporation is filed, are:


Name of Corporation	State	County in which Certificate of Incorporation Filed
HEALTHSOUTH Medical Center of Alabama, Inc.	Alabama	Jefferson

HEALTHSOUTH Medical Center, Inc.	Delaware	—

SECOND: The laws of the State under which the foreign corporation is organized permit such merger.

THIRD: The name of the surviving corporation is HEALTHSOUTH Medical Center of Alabama, Inc., and it is to be governed by the laws of the State of Alabama.

FOURTH: The following Plan of Merger was submitted to and approved by the shareholders of the undersigned domestic corporation (“New HMC”) in the manner prescribed by the Alabama Business Corporation Act, and was submitted to and approved by the stockholders of the undersigned foreign corporation (“Old HMC”) in the manner prescribed by the laws of the State under which it is organized:

FIRST. Except as herein specifically set forth, the corporate existence of New HMC, with all its purposes, powers and objects, shall continue unaffected and unimpaired by the merger. The corporate identity and existence of Old HMC, with all the purposes, powers and objects thereof, shall be merged into New HMC, and New HMC shall, as the corporation surviving the merger and with the name HEALTHSOUTH Medical Center of Alabama, Inc., be fully vested therewith, and such surviving corporation shall be governed by the laws of the State of Alabama. The separate existence and corporate organization of Old HMC shall cease as soon as the merger shall become effective as herein provided, and thereupon Old HMC and New HMC shall be a single corporation, HEALTHSOUTH Medical Center of Alabama, Inc. (hereinafter sometimes called the “Surviving Corporation”).

The merger shall become effective on the Effective Date of the Merger following the completion of the following:

(a) The execution of this Plan, adopted and approved as herein set forth, by the President and the Secretary of each of Old HMC and New HMC under the corporate seals thereof and duly acknowledged.

(b) The adoption and approval of this Plan by the stockholders of Old HMC as provided in Section 252 of the General Corporation Law of Delaware.

(c) The certification of such adoption and approval upon this Plan by the Secretary of each of Old HMC and New HMC under the corporate seals thereof.

(d) The filing of this Plan, so adopted, approved, certified and acknowledged, in the office of the Secretary of State of Delaware in accordance with the laws of the State of Delaware.

(e) The submission of this Plan to and approval of this Plan by the shareholders of New HMC as provided in Section 10-2A-142 of the Alabama Business Corporation Act.

(f) The filing of the Articles of Merger in the form required by the provisions of Article V of the Alabama Business Corporation Act in the office of the Secretary of State of Alabama in accordance with the laws of the State of Alabama.

The close of business on the 30th day of December, 1992 is herein referred to as the “Effective Date of the Merger”; provided, however, that the parties hereto may by supplement or amendment fix another specific date subsequent to such date, which date, subject to the provisions of the respective statutes of Delaware and Alabama, shall be the “Effective Date of the Merger.”

SECOND. The Articles of Incorporation of New HMC shall be the Articles of Incorporation of the Surviving Corporation from and after the Effective Date of the Merger and until thereafter amended in accordance with the laws of the State of Alabama.

THIRD. The Bylaws of New HMC shall be the Bylaws of the Surviving Corporation from and after the Effective Date of the Merger and until thereafter altered, amended or repealed in accordance with the laws of the State of Alabama, the Articles of Incorporation of New HMC and the said Bylaws.

FOURTH. Upon the Effective Date of the Merger, all persons holding offices of New HMC at the Effective Date of the Merger shall be the officers of the Surviving Corporation in the same capacities and with the same powers, and shall hold office subject to the Bylaws of the Surviving Corporation from the Effective Date of the Merger and for the same term and subject to the same conditions as such offices of New HMC were held immediately prior to the Effective Date of the Merger.

FIFTH. The manner and basis of converting the shares of stock of the respective corporations into the Common Stock of the Surviving Corporation shall be as follows: All outstanding shares of capital stock of Old HMC will be cancelled, and no shares of capital stock of New HMC will be issued or issuable as a result of the merger.

SIXTH. Upon the Effective Date of the Merger, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, of a public as well as of a private nature, of each of the merging corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other chores in action, and all and every other interest of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of the merger. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged; and any claim existing or action or proceeding by or against either of such corporations may be prosecuted as if such merger had not taken place, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of either such corporation shall be impaired by such merger.

If at any time after the Effective Date of the Merger the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other actions are necessary or desirable to vest, perfect or

confirm, in the Surviving Corporation, of record or otherwise, the title to any property or rights of Old HMC acquired or to be acquired by reason of, or as a result of, the merger, Old HMC and its duly authorized officers and directors shall execute and deliver all such deeds, assignments and assurances in law and take any and all actions necessary or proper to vest, perfect or confirm title to such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this agreement.

SEVENTH. Upon the Effective Date of the Merger, the assets, liabilities, reserves and accounts of each corporation shall be taken up on the books of the Surviving Corporation at the amounts at which they, respectively shall then be carried on the books of said corporations, subject to such adjustments, or elimination of intercompany items, as may be appropriate in giving effect to the merger.

EIGHTH. All corporate acts, plans, policies, approvals and authorizations of Old HMC, its stockholders, Board of Directors, committees elected or appointed by the Board of Directors, all officers and agents, which were valid and effective immediately prior to the Effective Date of the Merger shall be taken for all purposes as the acts, plans, policies, approvals and authorizations of the Surviving Corporation and shall be as effective and binding thereon as they were with respect to Old HMC. The employees and agents of Old HMC shall become the employees and agents of the Surviving Corporation and continue to be entitled to the same rights and benefits which they enjoyed as employees and agents of Old HMC.

NINTH. There shall be required for the effectiveness of this Plan the adoption and approval thereof by the stockholders of Old HMC.

TENTH. The Surviving Corporation of the merger hereby agrees that it may be served with process in the State of Delaware in any proceeding for the enforcement of any obligation of any constituent corporation in the State of Delaware, as well as for enforcement of any obligation of the surviving corporation arising from the merger, including any suit or other proceeding to enforce the right any stockholder, as determined in appraisal proceedings pursuant to Section 262 of the General Corporation Law of the State of Delaware; and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any suit or other proceeding, a copy of such process to be mailed to the following address:

William W. Horton

Haskell Slaughter Young & Johnston

Professional Association

1200 AinSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

ELEVENTH. This Plan and the merger may be terminated and abandoned by resolutions of both the Board of Directors of Old HMC and the Board of Directors of New HMC at any time prior to the Effective Date of the Merger, if circumstances develop which in the opinions of such Boards of Directors make proceeding with the merger inadvisable. In the event of the termination and abandonment of this Plan and the merger pursuant to the provisions of this Article, this Plan shall become void and have no effect, without any liability in respect thereof on the part of either of the corporations or the stockholders or Directors thereof.

TWELFTH. This Plan may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

FIFTH: As to each of the undersigned corporations, the number of shares outstanding, and the designation and number of outstanding shares of each class entitled to vote as a class on such Plan, are as follows:


		ENTITLED TO VOTE AS A CLASS
Name of Corporation	Shares Outstanding	Designation of Class	Number of Shares
HEALTHSOUTH Medical Center of Alabama, Inc. (Alabama)	1,000	Common Stock, par value $.01 per share Common Stock, par	1,000

HEALTHSOUTH Medical Center, Inc. (Delaware)	1,000	Common Stock, par value $.01 per share	1,000

SIXTH: As to each of the undersigned corporations, the total number of shares voted for and against the Plan, respectively, and, as to each class entitled to vote thereon as a class, the number of shares of such class voted for and against such Plan, respectively, are as follows:


			ENTITLED TO VOTE AS A CLASS
Name of Corporation	Voted For	Voted Against	Class	Voted For	Voted Against
HEALTHSOUTH Medical Center of Alabama, Inc. (Alabama)	1,000	-0-	Common Stock, par value $.01 per share	1,000	-0-

HEALTHSOUTH Medical Center, Inc. (Delaware)	1,000	-0-	Common Stock, par value $.01 per share	1,000	-0-

IN WITNESS WHEREOF, the undersigned have hereunto caused these Articles of Merger to be executed by their respective duly authorized corporate officers as of the 30th day of December, 1992.


HEALTHSOUTH Medical Center, Inc.
(a Delaware corporation)

By:		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Vice President

and		/s/ C. Drew Demaray
		C. Drew Demaray
		Its Assistant Secretary

HEALTHSOUTH Medical Center of
Alabama, Inc.
(an Alabama corporation)

By:		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Vice President

and		/s/ C. Drew Demaray
		C. Drew Demaray
		Its Assistant Secretary

STATE OF ALABAMA )

JEFFERSON COUNTY )

I, the undersigned authority, a Notary Public in and for said County in said State, hereby certify that ANTHONY J. TANNER, whose name as Vice President of HEALTHSOUTH Medical Center, Inc., a Delaware corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of the said instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

GIVEN under my hand and seal, this 30th day of December, 1992,


[NOTARIAL SEAL]		/s/ Vicki E. Owens
		Notary Public

		My Commission Expires: 8-11-93

STATE OF ALABAMA )

JEFFERSON COUNTY )

I, the undersigned authority, a Notary Public in and for said County in said State, hereby certify that ANTHONY J. TANNER, whose name as Vice President of HEALTHSOUTH Medical Center of Alabama, Inc., an Alabama corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of the said instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

GIVEN under my hand and seal, this 30^TH day of December, 1992.


[NOTARIAL SEAL]		/s/ Vicki E. Owens
		Notary Public

		My Commission Expires: 8-11-93

EX-3.52 48 dex352.htm BYLAWS OF HEALTHSOUTH MEDICAL CENTER, INC. Bylaws of HealthSouth Medical Center, Inc.

Exhibit 3.52

Bylaws of

HEALTHSOUTH Medical Center, Inc.

an Alabama Corporation

February 2006

BYLAWS

ARTICLE 1

OFFICES

The principal office of the Corporation in the State of Alabama shall be located within Jefferson County. The Corporation may have such other offices, either within or without the State of Alabama, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE 2

SHAREHOLDERS

2.1 Annual Meetings. The annual meeting of the shareholders for the purpose of electing directors and for the transaction of such other business as may come before the meeting shall be held at such date and time during the first six (6) months of the year or at such other time as shall be specified by resolution of the Board of Directors.

2.2 Special Meetings. Special meetings may be called for any purposes by the holders of at least one-tenth (1/10) of all the shares entitled to be voted, the Board of Directors or the President.

2.3 Place of Meetings. The place of meeting shall be the principal office of the Corporation in the State of Alabama unless some other place, either within or without the State of Alabama, is designated by resolution of the Board of Directors.

2.4 Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) calendar days, or, in the case it is proposed to increase the stock or bonded indebtedness of the Corporation, not less than thirty (30) calendar days, nor more than sixty (60) calendar days before the date of the meeting, either personally or by mail, by or at the direction of the Board of Directors, the President, the Secretary or any Assistant Secretary to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. The attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting, except when a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is unlawfully called or convened and such shareholder expresses such objection at the beginning of the meeting or promptly upon his or her arrival.

2.5 Fixing of Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or in order to make a

determination of shareholders for any other proper purpose, the Board of Directors may fix, in advance, a record date, which shall not be more than seventy (70) calendar days nor less than ten (10) calendar days prior to any other action. If no record date is fixed, the following shall apply:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given.

(b) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

2.6 Voting Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, within two (2) business days after notice of a meeting of shareholders is given, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period continuing through the date of the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any shareholder who is present. The stock ledger shall be the only evidence as to who are the shareholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or proxy at any meeting of shareholders.

2.7 Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) calendar days, or, if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by voting group is required by the Constitution of Alabama, the Alabama Business Corporation Act, as amended (the “Act”), the Articles of Incorporation of the Corporation or these Bylaws.

2.8 Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting, together with such authorization of the attorney-in-fact, if any. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

2.9 Voting of Shares. Each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of shareholders. Unless otherwise prescribed by statute, the Articles of Incorporation or these Bylaws, all elections shall be had, and all questions decided, by majority vote.

2.10 Voting of Shares by Certain Holders. Shares registered in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the Corporation, shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time, except that, in determining compliance with Sections 234 or 237 of the Constitution of Alabama of 1901, such shares shall be counted and voted in the manner authorized and directed by a majority of the remaining shareholders of the Corporation.

Treasury shares and shares of stock held by the Corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time, except that, in determining compliance with Sections 234 or 237 of the Constitution of Alabama of 1901, shares of stock held by the Corporation in a fiduciary capacity shall be counted and voted in the manner authorized and directed by a majority of the remaining shareholders of the Corporation.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. A stockholder whose shares are pledged shall be entitled to vote such shares unless, in the transfer by the pledgor on the books of the Corporation, the pledgor has expressly empowered the pledgee to vote thereon, in which case the pledgee, or his or her proxy, may represent such shares and votes thereon.

2.11 Voting on Certain Transactions. A merger, consolidation or dissolution of the Corporation or the sale, lease or exchange of all or substantially all of the Corporation’s assets shall be subject to the approval of shareholders of the Corporation by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation entitled to vote, unless state law, at the time of such vote, requires a larger number.

2.12 Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE 3

BOARD OF DIRECTORS

3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

3.2 Number, Tenure and Qualifications. The number of directors of the Corporation shall be fixed from time to time by resolution of the shareholders or directors, but only the shareholders may increase or decrease by more than thirty percent (30%) the number of directors last approved by the shareholders; provided, however, that the Board of Directors shall always consist of at least one (1) natural person of the age of at least nineteen (19) years and that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Each director shall be a natural person of the age of at least nineteen (19) years and shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and qualified. Directors need not be shareholders of the Corporation or residents of the State of Alabama.

3.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of stockholders, for election of officers and the transaction of such other business as may come before the meeting. Other regular meetings of the Board of Directors shall be held on dates to be fixed by the Board of Directors, and at least two (2) business days’ written notice of the date, time and place of such meeting shall be given to each director. At all regular and special Board meetings the President shall preside, or in the absence of the President, any Vice President may preside.

3.4 Special Meetings. Special meetings of the Board of Directors or of any committee designated thereby may be called by, or at the request of, the President or by a majority of the directors. A special meeting of the Board of Directors or of any committee designated thereby shall be held at the principal office of the Corporation provided that, by resolution, or by waiver signed by all directors, it may be held at any other place, either within or without the State of Alabama.

3.5 Notice. Notice of any special meeting shall be given at least two (2) business days prior thereto by written notice delivered personally or mailed to a director at his or her business address, sent by an overnight delivery service to a director at his or her business address or transmitted by telegram, telex or telefax to a director at his or her business address. Notice may be delivered to different directors by different means, provided that all directors are delivered notice, by one or more of the permitted ways. If mailed or sent by overnight courier, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, or when deposited with the overnight courier so addressed with all charges paid to the overnight courier. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by telex or telefax, such notice shall be deemed to be delivered when transmission to the telex or telefax number of such director has been completed. Neither the business to be transacted at nor the purpose of any special meeting of the Board of Directors or

any committee designated by the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting in writing, which notice shall be filed with the minutes of the meetings of the Corporation. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and such director expresses such objection at the beginning of the meeting or promptly upon his or her arrival.

3.6 Quorum; Presumption of Assent. A majority of the number of directors fixed in the manner provided by Section 3.2 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but, if less than such quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding it or transacting business at the meeting or, as to a matter required under the articles of incorporation or the bylaws to be included in the notice of the purpose of the meeting, he or she objects before action is taken on the matter, (2) his or her dissent or abstention from action taken is entered in the minutes of the meeting; or (3) he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting.

3.7 Telephonic Attendance. Any one or more directors may participate in a meeting of the Board of Directors or a committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating can hear each other, and such participation shall constitute presence and attendance at the meeting for all purposes of Article 3.

3.8 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the shareholders or by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected until the next annual meeting of shareholders and until his or her successor shall have been elected and qualified. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

3.9 Compensation. Directors, by resolution of the Board of Directors, may be compensated as directors. Such compensation may be in cash or otherwise and may include: a fixed salary or retainer; a fixed sum for attendance at each meeting of the Board of Directors; expenses for attendance at such meetings; or any combination of the foregoing. Members of special and standing committees of the Board of Directors, by resolution of the Board of Directors, may be compensated in like manner. No compensation to a director, as a director, shall preclude such director from serving the Corporation in any other capacity and receiving compensation therefor.

3.10 Committees. The Board of Directors may, by resolution or resolutions adopted by a majority of the full Board of Directors, designate one or more committees, each committee to consist of one (1) or more directors of the Corporation. Any such committee, to the extent provided in such resolution or resolutions, shall have and may, during intervals between the meetings of the Board, exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the power or authority of the Board of Directors in reference to authorizing distributions, issuing capital stock, amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, filling vacancies on the Board of Directors, or amending or otherwise affecting the terms of the Bylaws of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution or resolutions adopted by the Board of Directors. The designation of any such committee or committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.

3.11 Informal Action. Any action required or permitted under the Alabama corporate laws, the Articles of Incorporation or these Bylaws to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent setting forth the action so taken is signed by all members of the Board of Directors or of such committee, as the case may be. Such written consent shall be filed with the minutes of proceedings of the Board of Directors or committee.

3.12 Removal of Directors. At a meeting of shareholders called expressly for that purpose, one or more directors may be removed, with or without cause, by a vote of the holders of a majority of shares then entitled to vote at an election of directors, and the shareholders may at such meeting elect a successor director or directors for the unexpired term of the director or directors removed.

3.13 Resignation of Directors. Any director may resign at any time by delivering written notice to the Board of Directors, the President, or to the Corporation. Such resignation shall be effective immediately unless the notice of resignation specifies a later effective date.

ARTICLE 4

OFFICERS

powers as are conferred by the Board of Directors or as are conferred herein. The Board of Directors or the President, by and with the consent and approval of the Board of Directors, may appoint such other officers and agents as, in its or his or her discretion, are required for the proper transaction of the Corporation’s business. Any two (2) or more offices may be held by the same person.

The Board of Directors shall be, and is hereby, authorized to adopt and amend from time to time Bylaws to be effective in the event of an emergency, dealing with or making provisions during such emergency for continuity of management, succession to the authority and duties of officers, vacancies in office, alternative offices or other matters deemed necessary or desirable to enable the Corporation to carry on its business and affairs.

4.2 President. The President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed and in general shall perform all duties incident to the office of president and such other duties as may be assigned to him or her from time to time by the Board of Directors.

4.3 Vice Presidents. Each Vice President shall have powers and perform such duties as shall from time to time be assigned to him or her by these Bylaws or by the Board of Directors and shall have and may exercise such powers as may from time to time be assigned to him or her by the President.

4.4 Secretary. The Secretary shall: (a) keep the minutes of the shareholders’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, certificates for shares of the Corporation; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President.

4.5 Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation and shall perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

4.6 Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries may sign with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

4.7 Other Authority of Officers. The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation, and with the Secretary or an Assistant Secretary, may sign all certificates of shares of the capital stock of the Corporation, and do and perform such other acts and things as may from time to time be assigned to each of them by the Board of Directors. The President, the Treasurer or such other officers as are authorized by the Board of Directors may enter into contracts in the name of the Corporation or sell and convey any real estate or securities now or hereafter belonging to the Corporation and execute any deeds or written instruments of transfer necessary to convey good title thereto and each of the foregoing officers, or the Secretary or the Treasurer of the Corporation, is authorized and empowered to satisfy and discharge of record any mortgage or deed of trust now or hereafter of record in which the Corporation is a grantee or of which it is the owner, and any such satisfaction and discharge heretofore or hereafter so entered by any such officer shall be valid and in all respects binding on the Corporation.

4.8 Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

4.9 Removal. The President may be removed, with or without cause, at any time by action of the Board of Directors. Any other officer, agent or employee, including any officer, agent or employee appointed by the Board of Directors, may be removed, with or without cause, at any time by the Board of Directors, or the superior officer to whom authority to so remove has been delegated by these Bylaws or by the President.

4.10 Resignation of Officers. Any officer may resign at any time by delivering notice (whether written or verbal) to the Corporation. Such resignation shall be effective immediately unless the notice of resignation specifies a later effective date.

4.11 Vacancies. A vacancy in any office elected or appointed by the Board of Directors because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. A vacancy in any other office for any reason shall be filled by the Board of Directors, or any committee, or superior officer to whom authority in the premises may have been delegated by these Bylaws or by resolution of the Board of Directors.

4.12 Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors or committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.

ARTICLE 5

CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts. Subject to the limitations of Section 5.2, the Board of Directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

5.2 Loans. Other than indebtedness arising in the ordinary course of business pursuant to accounts payable and accrued liabilities, no loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name, including contracts of guaranty and suretyship, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

5.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, contracts of guaranty and suretyship, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

5.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

5.5 Proxies. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or agent of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name and on behalf of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed, in the name of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper in the premises.

ARTICLE 6

CERTIFICATES FOR SHARES

AND THEIR TRANSFER

represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer book of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that, in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

6.2 Lost, Stolen, or Destroyed Certificates. Any person claiming a stock certificate in lieu of one alleged to have been lost, stolen or destroyed shall give the Corporation or its agent an affidavit as to his or her ownership of the certificate and of the facts which go to prove that it has been lost, stolen or destroyed. If required by the Secretary, he or she also shall give the Corporation a bond, in such form as may be approved by the Secretary, sufficient to indemnify the Corporation against any claims that may be made against it or on account of the alleged loss, theft or destruction of the certificate or the issuance of a new certificate.

6.3 Transfer of Shares. Shares of the capital stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the preceding section. Books for the transfer of shares of the capital stock shall be kept by the Corporation or by one or more transfer agents appointed by it. The person in whose name shares are registered on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

6.4 Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.

ARTICLE 7

FISCAL YEAR

The fiscal year of the Corporation shall end on the last day of [12] in each year.

ARTICLE 8

DIVIDENDS

The Board of Directors at any regular or special meeting may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Articles of Incorporation.

ARTICLE 9

SEAL

The Board of Directors may provide a corporate seal which shall have inscribed thereon the name of the Corporation and the words, “Corporate Seal” and “Alabama,” and any word thereon may be abbreviated.

ARTICLE 10

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws, the Articles of Incorporation, the provisions of the Act or the Alabama Insurance Code and any act amendatory thereof, supplementary thereto or substituted therefor, or the Alabama Constitution, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 11

AMENDMENTS AND CONSTRUCTION

11.1 Power of Directors to Amend. The Board of Directors shall have the power to alter, amend and repeal the Bylaws of the Corporation or adopt new Bylaws for the Corporation at any regular or special meeting of the Board, provided that the Board of Directors may not alter, amend or repeal any Bylaw which establishes what constitutes a quorum at shareholders’ meetings, or which was adopted by the shareholders, and specifically provides that it cannot be altered, amended or repealed by the Board of Directors.

11.2 Power of Shareholders to Amend. The shareholders may alter, amend, or repeal Bylaws of the Corporation or adopt new Bylaws for the Corporation at any annual meeting or at a special meeting, and all Bylaws made or adopted by the directors may be altered or repealed by the shareholders.

11.3 Construction. As used in these Bylaws, the nouns “shareholder,” “director” or “officer,” the noun for the title of any officer and the masculine pronoun shall be deemed to refer, as applicable, to the masculine or feminine genders, and the use of singular references shall be deemed to include the plural and vice versa. The headings or captions of the Articles and Sections hereof are included for convenience of reference only, and the interpretation of these Bylaws as if none of them were included herein shall govern. The use of the word “person,” unless the context clearly indicates to the contrary, shall refer to a human being, general or limited partnership, joint venture, corporation, association, trust, estate, governmental unit or agency or other legal entity.

EX-3.53 49 dex353.htm REPORT OF A LTD. PARTNERSHIP OF HEALTHSOUTH MERIDIAN POINT REHAB HOSPITAL Report of a Ltd. Partnership of HealthSouth Meridian Point Rehab Hospital

Exhibit 3.53

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH Meridian Point Rehabilitation Hospital Limited Partnership, a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 23, 1996.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

The Corporation Company

60 Commerce Street

Suite 1100

Montgomery, Alabama 36104

Sworn to this 23^rd day of December, 1996, at Birmingham, Alabama.


HEALTHSOUTH PROPERTIES CORPORATION,
its General Partner

By:		/s/William W. Horton
		William W. Horton
		Its Vice President

STATE OF ALABAMA

CHANGES FOR: HEALTHSOUTH Meridian Point Rehabilitation Hospital Limited

Name of Entity HEALTHSOUTH Meridian Point Rehabilitation Hospital Limited

State & County of Formation Alabama, Jefferson County Date of Formation 12/26/1996

The name of the registered agent is: The Corporation Company

Please change the registered address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to:

2000 Interstate Park Drive, Suite 204, Montgomery AL 36109

Please change the principal address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to:

2000 Interstate Park Drive, Suite 204, Montgomery AL 36109

Please make the following changes other than above: None


DATE: 2/2/99	SIGNATURE	/s/ Richard E. Botts

		RICHARD E. BOTTS
		(Please print/type name)

		SR. VICE PRESIDENT
		(Your title)

EX-3.54 50 dex354.htm AGREEMENT & CERTIFICATE OF LTD. PARTSHP. OF HEALTHSOUTH MERIDIAN POINT HOSPITAL Agreement & Certificate of Ltd. Partshp. of HealthSouth Meridian Point Hospital

Exhibit 3.54

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Meridian Point Rehabilitation Hospital

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Meridian Point Rehabilitation Hospital

Limited Partnership


		Page
Parties		1
Recitals		1

	ARTICLE I

DEFINED TERMS		1

	ARTICLE II

ORGANIZATION		3

2.1	Formation	3
2.2	Qualification	4
2.3	Name	4
2.4	Agent for Service of Process	4
2.5	Principal Place of Business	4
2.6	Prior Agreements of Limited Partnership	4

	ARTICLE III

PURPOSE		4

	ARTICLE IV

TERM		5

	ARTICLE V

NAMES AND ADDRESSES OF PARTNERS		5

5.1	General Partner	5
5.2	Limited Partner	5

	ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL		5

6.1	Capital Contribution of the General Partner	5
6.2	Capital Contribution of the Limited Partner	5


6.3	Withdrawal of Capital Contributions	5
6.4	Assessments	5
6.5	No Interest on Capital	5
6.6	Additional Working Capital	5

	ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP		6

7.1	No Compensation to General Partner as General Partner	6
7.2	Reimbursement of Expenses Incurred by the Partners	6
7.3	Organizational Expenses	6
7.4	Fees and Other Payments Receivable by the Partners or their Affiliates	6

	ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS		6

8.1	Capital Accounts	6
8.2	Allocation of Income or Loss: In General	7
8.3	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	7
8.4	Distribution of Sale Proceeds	7
8.5	Consequences of Distributions	7
8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	7

	ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTE		8

9.1	Powers	8
9.2	Independent Activities	9
9.3	Duties	9
9.4	Certain Limitations	9
9.5	Net Worth of the General Partner	10
9.6	Indemnification	10
9.7	Succession as General Partner	10

	ARTICLE X

STATUS OF LIMITED PARTNER		11

10.1	No Participation in Management	11
10.2	Limited Liability	11


10.3	Investment Intent	11
10.4	Unregistered Limited Partnership Interests	11
10.5	Nature of Investment	11

	ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER		12

11.1	Resignation of the General Partner	12
11.2	Notice of Resignation	12
11.3	Liability of the General Partner after Resignation	12

	ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP		12

12.1	Dissolution of the Partnership	12
12.2	Winding Up of the Partnership	12

	ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION		13

13.1	Books of Account	13
13.2	Financial Reports	13
13.3	Fiscal Year	14
13.4	Banking	14
13.5	Tax Election	14
13.6	Tax Returns	14

	ARTICLE XIV

MISCELLANEOUS		14

14.1	Notice	14
14.2	Section Captions	14
14.3	Severability	15
14.4	Right to Rely Upon the Authority of the General Partner	15
14.5	Governing Law	15
14.6	Counterpart Execution	15
14.7	Parties in Interest	15
14.8	Construction of Pronouns	15
14.9	Integrated Agreement	15

Signatures		16

iii

Appendix A

Appendix B

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Meridian Point Rehabilitation Hospital

Limited Partnership

AGREEMENT, dated as of December 23, 1996, by and between HEALTHSOUTH Properties Corporation, a Delaware corporation (the “General Partner”), and HEALTHSOUTH Corporation, a Delaware corporation (the “Limited Partner”).

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Affiliate means (a) any Person directly or indirectly controlling, controlled by or under common control with another Person, (b) any Person owning or controlling 10% or more of the

outstanding voting securities of such other Person, (c) any officer, director or partner of such Person, or (d) if such other Person is an officer, director or partner, any company for which such Person acts in any such capacity.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1% .

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.1 Formation. The parties hereto hereby form a limited partnership under and pursuant to the Act. As required by Sections 10-9A-20, 10-9A-21, 10-9A-23 and 10-9A-25 of

the Act, the General Partner shall promptly cause this Certificate, and any amendments thereto, to be filed for record in the office of the Judge of Probate, Jefferson County, Alabama, and as otherwise required by law.

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Arizona and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH Meridian Point Rehabilitation Hospital Limited Partnership” . The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1 General Partner. HEALTHSOUTH Properties Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2 Limited Partner. HEALTHSOUTH Corporation, a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND

ADDITIONAL WORKING CAPITAL

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

6.6 Additional Working Capital. The General Partner shall arrange for working capital loans to the Partnership as the effective operation of the Partnership, as contemplated by

Article III hereof, may require. Any such loans may be evidenced by promissory notes containing terms, interest rates, maturities and security as the General Partner, in its sole discretion, shall determine; provided, however, that the General Partner shall use its best efforts to arrange for such loans on the most advantageous terms reasonably determined by the General Partner to be available to the Partnership. The General Partner may pledge or grant security interests in any and all of the Partnership’s assets as security for any indebtedness of the Partnership (i) to the extent required under the terms of the General Partner’s principal credit agreement, as in existence from time to time, or (ii) to the extent otherwise consented to by the Limited Partner.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER;

EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.2 Reimbursement of Expenses Incurred by the Partner. Each Partner may charge the Partnership for all direct costs and expenses reasonably incurred by it in connection with the Partnership’s business.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND

LOSS; DISTRIBUTIONS

charged at least annually to such Partner’s capital account. All distributions to a Partner shall be charged to such Partner’s capital account. If property other than cash is distributed by the Partnership, the capital accounts of the Partners shall be adjusted to reflect how much gain or loss would have been allocated to the respective Partners if the property had been sold at the value or values assigned thereto for purposes of making the distribution. No interest shall be payable on the capital accounts of the Partners.

8.4 Distribution of Sale Proceeds. The General Partner shall distribute an amount of the Sale Proceeds to the General Partner determined by multiplying the General Partnership Percentage by the amount of the Sale Proceeds, and the remaining Sale Proceeds, equal to the Limited Partnership Percentage, to the Limited Partner at the time of the distribution; provided, however, that to the extent that any amount of a cash distribution to any Partner would create or increase a deficit in the capital account of such Partner, such amount shall not be distributed to such Partner but shall be distributed to the other Partner in proportion to the amounts distributed to such other Partner without regard to this proviso. Such distnl,ution shall be made as soon after the receipt by the Partnership of such Sale Proceeds as the General Partner deems practicable.

fiscal year shall be divided and allocated between the transferor and the transferee based on the time each such party was, according to the books and records of the Partnership, the owner of record of the Unit or Units transferred during the year in which the transfer occurs. Distributions of Partnership assets in respect of Units shall be made only to persons who, according to the books and records of the Partnership, are the owners of such Units on a date selected by the General Partner. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence unless the General Partner or the Partnership has actual knowledge or notice of any transfer of ownership of any Unit or Units.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTE

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

security for indebtedness or other obligations of the Partnership; provided that no Partner (except the General Partner in its capacity as the General Partner) shall receive or hold as collateral security any partnership property for any debt owed to such Partner by the Partnership or the General Partner;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

consolidation to which the General Partner shall be a party (a “Successor Corporation”), shall be the successor of the General Partner hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that subject to applicable securities and similar laws, the General Partner shall timely notify the Limited Partner in writing of any such prospective merger or consolidation and that the General Partner shall require any such Successor Corporation to expressly accept, in writing, all terms and conditions contained in this Agreement and the Management Agreement. In any such event, the General Partner shall amend the Certificate within 60 days after such succession.

ARTICLE X

STATUS OF LIMITED PARTNER

Partner acknowledges that it understands that the purchase of its interest in the Partnership is a speculative investment involving a high degree of risk and represents that it has a net worth sufficient to bear the economic risk of its investment in the Partnership and to justify its investing in a highly speculative venture such as the Partnership.

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP

OF THE PARTNERSHIP

remaining assets of the Partnership, if any, shall be distributed in the manner provided for Sale Proceeds in Section 8.4 hereof; provided, however, that all such distributions to Partners with positive capital accounts shall be in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(2), as amended from time to time, and any Partner with a negative capital account shall be required to restore such capital account in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(3), as amended from time to time. For purposes of this Section 12.2 only, the term “Partner” shall include the General Partner notwithstanding its resignation (if such resignation has occurred).

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR, BANKING AND TAX ELECTION

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH PROPERTIES CORPORATION

By		/s/ William W. Horton
		Its Vice President

LIMITED PARTNER:

HEALTHSOUTH CORPORATION

By		/s/ Anthony J. Tanner
		Its Secretary

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Meridian Point Rehabilitation Hospital

Limited Partnership

GENERAL PARTNER

Name

Mailing Address

General

Partnership

Interest

HEALTHSOUTH Properties

Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

LIMITED PARTNER

Name

Mailing Address

Number

of Units

Social Security

or Taxpayer

Identification

HEALTHSOUTH Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

APPENDIX B

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Meridian Point Rehabilitation Hospital

Limited Partnership

List of Assets Contributed by the Limited Partner

NovaCare Meridian Point Rehabilitation Hospital, Inc.

EX-3.55 51 dex355.htm REPORT OF A LTD. PARTSHIP OF HEALTHSOUTH NORTHERN KENTUCKY REHAB. HOSPITAL Report of a Ltd. Partship of HealthSouth Northern Kentucky Rehab. Hospital

Exhibit 3.55

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH Northern Kentucky Rehabilitation Hospital Limited Partnership, a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 23, 1996.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

The Corporation Company

60 Commerce Street

Suite 1100

Montgomery, Alabama 36104

Sworn to this 23^rd day of December, 1996, at Birmingham, Alabama.


HEALTHSOUTH PROPERTIES CORPORATION, its General Partner

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

CHANGES FOR: HEALTHSOUTH Northern Kentucky Rehabilitation Hospital

(name of entity)

1.	Name of Entity HEALTHSOUTH Northern Kentucky Rehabilitation Hospital

2.	State & County of Formation Alabama. Jefferson County Date of Formation 12/26/1996

3.	The name of the registered agent is: The Corporation Company

4.	Please change the registered address from: 60 COMMERCE ST, STE 1100, MONTGOMERY, AL 36104

to:

2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

5.	Please change the principal address from: 60 COMMERCE ST, STE 1100, MONTGOMERY, AL 36104

to:

2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

6.	Please make the following changes other than above: None


DATE: 2/2/99	SIGNATURE:	/s/Richard E. Botts

		RICHARD E. BOTTS
		(Please print/type name)

		SR. VICE PRESIDENT
		(Your title)

EX-3.56 52 dex356.htm AGREEMENT & CERTIFICATE OF LTD. PARTSHIP OF HEALTHSOUTH NORTHERN KENTUCKY Agreement & Certificate of Ltd. Partship of HealthSouth Northern Kentucky

Exhibit 3.56

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Northern Kentucky Rehabilitation Hospital

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Northern Kentucky Rehabilitation Hospital

Limited Partnership


		Page
Parties		1
Recitals		1

ARTICLE I

DEFINED TERMS		1

ARTICLE II

ORGANIZATION		3

2.1 Formation		3
2.2 Qualification		3
2.3 Name		4
2.4 Agent for Service of Process		4
2.5 Principal Place of Business		4
2.6 Prior Agreements of Limited Partnership		4

ARTICLE III

PURPOSE		4

ARTICLE IV

TERM		4

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS		4

5.1 General Partner		4
5.2 Limited Partner		5


ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL		5

6.1 Capital Contribution of the General Partner		5
6.2 Capital Contribution of the Limited Partner		5
6.3 Withdrawal of Capital Contributions		5
6.4 Assessments		5
6.5 No Interest on Capital		5
6.6 Additional Working Capital		5
ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP		5

7.1 No Compensation to General Partner as General Partner		5
7.2 Reimbursement of Expenses Incurred by the Partners		6
7.3 Organizational Expenses		6
7.4 Fees and Other Payments Receivable by the Partners or their Affiliates		6

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS		6

8.1 Capital Accounts		6
8.2 Allocation of Income or Loss: In General		6
8.3 Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow		6
8.4 Distribution of Sale Proceeds		7
8.5 Consequences of Distributions		7
8.6 Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership		7

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE		7

9.1 Powers		7
9.2 Independent Activities		9
9.3 Duties		9
9.4 Certain Limitations		9
9.5 Net Worth of the General Partner		9


9.6 Indemnification		9
9.7 Succession as General Partner		10

ARTICLE X

STATUS OF LIMITED PARTNER		10

10.1 No Participation in Management		10
10.2 Limited Liability		10
10.3 Investment Intent		10
10.4 Unregistered Limited Partnership Interests		11
10.5 Nature of Investment		11

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER		11

11.1 Resignation of the General Partner		11
11.2 Notice of Resignation		11
11.3 Liability of the General Partner after Resignation		11

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP		12

12.1 Dissolution of the Partnership		12
12.2 Winding Up of the Partnership		12

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION		12

13.1 Books of Account		12
13.2 Financial Reports		12
13.3 Fiscal Year		13
13.4 Banking		13
13.5 Tax Election		13
13.6 Tax Returns		13

ARTICLE XIV

MISCELLANEOUS		13

14.1 Notice		13
14.2 Section Captions		14
14.3 Severability		14

iii


14.4 Right to Rely Upon the Authority of the General Partner		14
14.5 Governing Law		14
14.6 Counterpart Execution		14
14.7 Parties in Interest		14
14.8 Construction of Pronouns		14
14.9 Integrated Agreement		14

Signatures		18

Appendix A

Appendix B

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Northern Kentucky Rehabilitation Hospital

Limited Partnership

AGREEMENT, dated as of December 23, 1996, by and between HEALTHSOUTH Properties Corporation, a Delaware corporation (the “General Partner”), and Rebound, Inc., a Delaware corporation (the “Limited Partner”).

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Kentucky and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH Northern Kentucky Rehabilitation Hospital Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1 General Partner. HEALTHSOUTH Properties Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2 Limited Partner. Rebound, Inc., a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND

ADDITIONAL WORKING CAPITAL

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER;

EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND

LOSS; DISTRIBUTIONS

(b) Except as otherwise provided in this Section 8.3, the General Partner shall distribute the Available Cash Flow of the Partnership in accordance with the allocations

of income, gain, loss and deduction made pursuant to Section 8.3(a); provided, however, to the extent any amount of a cash distribution would create or increase a deficit in the capital account of any Partner, such amount shall not be distributed to such Partner. Such distributions shall be made in quarterly installments within 45 days after the end of each calendar quarter or at such time or times as the General Partner shall deem practicable. The General Partner shall have the right to withhold any distribution of Available Cash Flow if it deems it to be in the best interest of the Partnership to do so.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTEE

pursuant to Alabama law, and such additional rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of its duties under this Agreement. The General Partner shall be the “tax matters partner” of the Partnership within the meaning of such term under the Code. Without limiting the generality of the foregoing, the General Partner may, at the cost, expense and risk of the Partnership:

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

Partnership, so long as the person against whom liability is asserted acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership. The General Partner and its Affiliates, officers, directors, employees and agents shall be indemnified and held harmless by the Partnership for any claim, liability, damage, loss, or other expense (including, without limitation, investigating and defending any claims and lawsuits and settlement thereof, and legal and accounting costs in connection therewith) incurred by them solely by virtue of the performance by any of them of the duties of the General Partner acting as general partner in connection with the Partnership’s business, so long as such indemnified person acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership; provided that such indemnification or agreement to hold harmless shall be recoverable only out of assets of the Partnership and not from the Limited Partner.

ARTICLE X

STATUS OF LIMITED PARTNER

investment, without any intention of participating directly or indirectly in any distribution of any portion of such Units or interest, and without the financial participation of any other person in acquiring its Units or interest in the Partnership.

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP

OF THE PARTNERSHIP

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.1 Books of Account. The Partnership’s books and records (including the current name and address of the Limited Partner) and an executed copy of this Agreement, as currently in effect, shall be maintained at the principal office of the General Partner and each Partner shall have access thereto at all reasonable times. The books and records shall be kept by the General Partner using an appropriate method of accounting consistently applied and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership’s business. The General Partner shall also keep adequate federal income tax records using an appropriate method of accounting on a basis consistently applied. The Limited Partner hereby designates the General Partner to maintain the list required under Section 6112 of the Code and agrees to submit to the General Partner the name, address and social security or taxpayer identification number of a transferee of the Limited Partnership and the date of transfer of the Unit or Units so transferred.

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

directed, or if sent by United States certified mail return receipt requested or overnight express, as follows: if to the General Partner, at its address set forth in Section 5.1 of this Agreement or to such other address as the General Partner may from time to time specify by written notice to the Limited Partner pursuant to this Section 14.1, and if to the Limited Partner, at the Limited Partner’s address set forth in Appendix A hereto, or to such other address as the Limited Partner may from time to time specify by written notice to the General Partner and all or Partners pursuant to this Section 14.1. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or as of the date on which the same was received, or in the event delivery is refused, the date such was deposited in the United States mail or with the overnight express company, postage prepaid, addressed and sent as aforesaid.

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH PROPERTIES CORPORATION

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

LIMITED PARTNER:

REBOUND, INC.

By		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Northern Kentucky Rehabilitation Hospital

Limited Partnership

GENERAL PARTNER

Name

Mailing Address

General Partnership Interest

HEALTHSOUTH Properties Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

LIMITED PARTNER

Name

Mailing Address

Number of Units

Social Security

Taxpayer

Identification

Number

Rebound, Inc.

Two Perimeter Park South

Birmingham, Alabama 35243

APPENDIX B

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Northern Kentucky Rehabilitation Hospital

Limited Partnership

List of Assets Contributed by the Limited Partner

American Health Resources, Inc.

Judge of Probate Stamp

Jefferson County

State of Alabama

December 23, 1996

EX-3.57 53 dex357.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF ALEXANDRA, INC. Certificate of Incorporation of HealthSouth of Alexandra, Inc.

Exhibit 3.57

CERTIFICATE OF INCORPORATION

HEALTHSOUTH of Alexandria, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH of Alexandria, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

I. To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics, surgery centers and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and outpatient surgery and related care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 85243

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

William T. Owens

One HEALTHSOUTH Parkway

Birmingham, Alabama 35248

Brandon O. Hale

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243


/s/ William W. Horton
William W. Horton

EX-3.58 54 dex358.htm BYLAWS OF HEALTHSOUTH OF ALEXANDRIA, INC. Bylaws of HealthSouth of Alexandria, Inc.

Exhibit 3.58

BY-LAWS

HEALTHSOUTH OF ALEXANDRIA, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH OF ALEXANDRIA, INC.


		Page
ARTICLE I OFFICES
Section 1.1.	Location	1
Section 1.2.	Change of Location	1

ARTICLE II

MEETINGS OF STOCKHOLDERS
Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

ARTICLE III

BOARD OF DIRECTORS
Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10
ARTICLE IV OFFICERS
ARTICLE IV OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4.11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14
ARTICLE V CAPITAL STOCK
ARTICLE V CAPITAL STOCK
Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16
ARTICLE VI INDEMNIFICATION
ARTICLE VI INDEMNIFICATION
Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18


ARTICLE VII MISCELLANEOUS PROVISIONS
ARTICLE VII MISCELLANEOUS PROVISIONS
Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19
ARTICLE VIII AMENDMENTS
ARTICLE VIII AMENDMENTS
Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH OF ALEXANDRIA, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH of Alexandria, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of March of each year, commencing with the year 2003, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than, one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1, General Powers. The property, business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors may exercise all such powers of the Corporation and have such authority and do all such lawful acts and things as are permitted by law, the Certificate of Incorporation or these By-laws.

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.59 55 dex359.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF ALTOONA, INC. Certificate of Incorporation of HealthSouth of Altoona, Inc.

Exhibit 3.59

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF ALTOONA, INC.

1. The name of the corporation is HEALTHSOUTH of Altoona, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is Zero Dollars and One Cent ($0.01) amounting in the aggregate to Ten Dollars and No Cents ($10.00).

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

L. J. Vitalo

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

7. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 7th day of December, 1993.


/s/ L.J. Vitalo

EX-3.60 56 dex360.htm BYLAWS OF HEALTHSOUTH OF ALTOONA, INC. Bylaws of HealthSouth of Altoona, Inc.

Exhibit 3.60

HEALTHSOUTH OF ALTOONA, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Birmingham, State of Alabama, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

the next secular day following, at 11 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be three. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created director-ships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold

office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 8. At all meetings of the board two directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

COMMITTEES OF DIRECTORS

any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporations property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

June 6, 1994

AMENDMENT TO BYLAWS

The Bylaws of the Corporation are hereby amended to provide that in addition to the seal of the corporation authorized by these Bylaws, the Secretary and any Assistant Secretary of the Corporation are authorized to use a seal which has the name “HRC Subsidiary” in place of the Corporation’s name and such alternative seal shall have the same force and effect as the seal otherwise authorized by these Bylaws.

EX-3.61 57 dex361.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF AUSTIN, INC. Certificate of Incorporation of HealthSouth of Austin, Inc.

Exhibit 3.61

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF AUSTIN, INC.

1. The name of the corporation is HEALTHSOUTH of Austin, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

K. A. Widdoes

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.


/s/ K.A. Widdoes

EX-3.62 58 dex362.htm BYLAWS OF HEALTHSOUTH OF AUSTIN, INC. Bylaws of HealthSouth of Austin, Inc.

Exhibit 3.62

HEALTHSOUTH OF AUSTIN, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.63 59 dex363.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF CHARLESTON, INC. Certificate of Incorporation of HealthSouth of Charleston, Inc.

Exhibit 3.63

CERTIFICATE OF INCORPORATION

HEALTHSOUTH of Charleston, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH of Charleston, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

[PAGE 2 MISSING FROM MASTER]

the liability or alleged liability, of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.


/s/ William W. Horton
William W. Horton

EX-3.64 60 dex364.htm BYLAWS OF HEALTHSOUTH OF CHARLESTON, INC. Bylaws of HealthSouth of Charleston, Inc.

Exhibit 3.64

BY-LAWS

HEALTHSOUTH OF CHARLESTON, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH OF CHARLESTON, INC.


		Page

ARTICLE I

OFFICES


Section 1.1.	Location	1
Section 1.2.	Change of Location	1

ARTICLE II

MEETINGS OF STOCKHOLDERS


Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

ARTICLE III

BOARD OF DIRECTORS


Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

ARTICLE IV

OFFICERS


Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4,11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

ARTICLE V

CAPITAL STOCK


Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

ARTICLE VI

INDEMNIFICATION


Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18

ARTICLE VII

MISCELLANEOUS PROVISIONS


Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

ARTICLE VIII

AMENDMENTS


Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH OF CHARLESTON, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH of Charleston, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 1:00 p.m. C.D.T. on the third Thursday of April of each year, commencing with the year 1992, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

consist of one or more members. The exact number of Directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution adopted by a majority of the whole Board of Directors. Until the number of Directors has been so fixed by the Board of Directors, the number of Directors constituting the whole Board of Directors shall be three. After fixing the number of Directors constituting the whole Board of Directors, the Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, from time to time change the number of Directors constituting the whole Board of Directors.

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

Section 4,13. Bond. The Board of Directors shall have power, to the extent permitted by law, to require any officer, agent or employee of the Corporation to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board of Directors may determine.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.65 61 dex365.htm ARTICLES OF INCORPORATION OF HEALTHSOUTH OF DOTHAN, INC. Articles of Incorporation of HealthSouth of Dothan, Inc.

Exhibit 3.65

ARTICLES OF INCORPORATION

HEALTHSOUTH of Dothan, Inc.

Pursuant to the provisions of the Alabama Business Corporation Act, the undersigned hereby adopts the following Articles of Incorporation:

ARTICLE I

The name of the Corporation is HEALTHSOUTH of Dothan, Inc.

ARTICLE II

The Corporation shall have perpetual duration.

ARTICLE III

The nature of the business or purposes to be conducted or promoted are:

(a) To engage in the business of owning, operating and managing rehabilitation and similar facilities and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of income producing properties, either directly or indirectly, or in concert with others.

(b) To engage in any lawful act or activity for which corporations may be organized under the Alabama Business Corporation Act.

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value per $.01 per share.

ARTICLE V

The address of its initial registered office in the State of Alabama is 1200 AmSouth/Harbert Plaza, 1901 Sixth Avenue North, Birmingham, Alabama 35203, and the name of its initial registered agent at such address is Haskell Slaughter Young & Johnston, Professional Association.

ARTICLE VI

The Board of Directors shall have the power to make, alter or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole Board of Directors. Election of Directors need not be by written ballot. The names and mailing addresses of the initial Board of Directors, to serve until their successors are elected and qualified pursuant to the Alabama Business Corporation Act and the Bylaws adopted by this Corporation are as follows:

Richard M. Scrushy

Two Perimeter Park South

Birmingham, Alabama 35243

Aaron Beam, Jr.

Two Perimeter Park South

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South

Birmingham, Alabama 35243

ARTICLE VII

The name and mailing address of the sole Incorporator is as follows:

William W. Horton

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

ARTICLE VIII

No shareholder, by virtue of being a shareholder, shall enjoy any preemptive rights with regard to purchase of stock.

IN WITNESS WHEREOF, the undersigned, being the sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the Alabama Business Corporation Act, does make these Articles and does hereby declare and certify that the facts stated herein are true, and accordingly does hereunto sign these Articles of Incorporation this 26^th day of May, 1993.


/s/ William W. Horton
William W. Horton

This instrument prepared by:

William W. Horton

Haskell Slaughter Young & Johnston,

Professional Association

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

EX-3.66 62 dex366.htm BYLAWS OF HEALTHSOUTH OF DOTHAN, INC. Bylaws of HealthSouth of Dothan, Inc.

Exhibit 3.66

BYLAWS

HEALTHSOUTH of Dothan, Inc.

(an Alabama corporation)

TABLE OF CONTENTS^*

BYLAWS

HEALTHSOUTH of Dothan, Inc.


		Page
ARTICLE I OFFICES		1
Section 1.1	Location	1
Section 1.2	Change of Location	1

ARTICLE II MEETINGS OF SHAREHOLDERS		1
Section 2.1	Annual Meeting	1
Section 2.2	Special Meeting	1
Section 2.3	List of Shareholders Entitled to Vote	1
Section 2.4	Notice of Meetings	2
Section 2.5	Adjourned Meetings and Notice Thereof	2
Section 2.6	Quorum	2
Section 2.7	Voting	3
Section 2.8	Action by Consent of Shareholders	3

ARTICLE III BOARD OF DIRECTORS		3
Section 3.1	General Powers	3
Section 3.2	Number of Directors	3
Section 3.3	Qualification	4
Section 3.4	Election	4
Section 3.5	Term	4
Section 3.6	Resignation and Removal	4
Section 3.7	Vacancies	4
Section 3.8	Quorum and Voting	4
Section 3.9	Regulations	5
Section 3.10	Annual Meeting	5
Section 3.11	Regular Meetings	6
Section 3.12	Special Meetings	6
Section 3.13	Notice of Meetings: Waiver of Notice	6
Section 3.14	Committees of Directors	6
Section 3.15	Powers and Duties of Committees	7
Section 3.16	Compensation of Directors	7
Section 3.17	Action Without Meeting	7

^*	The Table of Contents appears here for convenience only and should not be considered a part of the Bylaws.


ARTICLE IV OFFICERS		7
Section 4.1	Principal Officers	7
Section 4.2	Election of Principal Officers; Term of Office	7
Section 4.3	Subordinate Officers, Agents and Employees	8
Section 4.4	Delegation of Duties of Officers	8
Section 4.5	Removal of Officers	8
Section 4.6	Resignations	8
Section 4.7	Chairman of the Board	8
Section 4.8	President	8
Section 4.9	Vice President	9
Section 4.10	Secretary	9
Section 4.11	Treasurer	9
Section 4.12	Controller	9
Section 4.13	Bond	9

ARTICLE V CAPITAL STOCK		10
Section 5.1	Issuance of Certificates of Stock	10
Section 5.2	Signatures on Stock Certificates	10
Section 5.3	Stock Ledger	10
Section 5.4	Regulations Relating to Transfer	11
Section 5.5	Transfers	11
Section 5.6	Cancellation	11
Section 5.7	Lost, Destroyed, Stolen and Mutilated Certificates	11
Section 5.8	Fixing of Record Dates	11

ARTICLE VI INDEMNIFICATION		12
Section 6.1	Indemnification	12
Section 6.2	Indemnification Insurance	13

ARTICLE VII MISCELLANEOUS PROVISIONS		13
Section 7.1	Corporate Seal	13
Section 7.2	Fiscal Year	13
Section 7.3	Waiver of Notice	13
Section 7.4	Execution of Instruments, Contracts, Etc	14

ARTICLE VIII AMENDMENTS		14
Section 8.1	By Shareholders	14
Section 8.2	By Directors	14

BYLAWS

HEALTHSOUTH of Dothan, Inc.

ARTICLE I

OFFICES

Section 1.1 Location. The address of the registered office of HEALTHSOUTH of Dothan, Inc. (the “Corporation”) in the State of Alabama and the name of the registered agent at such address shall be as specified in the Articles of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to Section 10-2A-30 of the Alabama Business Corporation Act. The Corporation may also have other offices at such places within or without the State of Alabama as the Board of Directors may from time to time designate or the business of the Corporation may require.

Section 1.2 Change of Location. In the manner designated by Section 10-2A-30 of the Alabama Business Corporation Act, the Board of Directors or the registered agent may change the address of the Corporation’s registered office in the State of Alabama and the Board of Directors may change the designation of the registered agent.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Corporation, or at such other place within or without the State of Alabama as the Board of Directors may fix by resolution or as set forth in the notice of the meeting. In the event that the Board of Directors shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 1:00 p.m. on the second Tuesday in May of each year, commencing with the year 1994, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2 Special Meeting. Special meetings of shareholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of shareholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law. Special meetings of shareholders shall be held at such time and such place, within or without the State of Alabama, as shall be designated in the notice of meeting.

Section 2.3 List of Shareholders Entitled to Vote. The officer who has charge of the stock ledger of the Corporation shall prepare and make, or cause to be prepared and made, at

least ten days before every meeting of shareholders, a complete list, based upon the record date for such meeting determined pursuant to Section 5.8, of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder who makes written request therefor, during ordinary business hours, for a period of at least ten days prior to the meeting, at the principal office of the Corporation. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.

The stock ledger shall be the only evidence as to who are the shareholders entitled to examine the stock ledger or the list of shareholders entitled to vote at any meeting, or to inspect the books of the Corporation, or to vote in person or by proxy at any meeting of shareholders.

Section 2.4 Notice of Meetings. Written notice of each annual and special meeting of shareholders, other than any meeting the giving of notice of which is otherwise prescribed by law, stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed, in writing, at least ten but not more than fifty days before the date of such meeting, to each shareholder entitled to vote thereat. If mailed, such notice shall be deposited in the United States mail, postage prepaid, directed to such shareholder at his address as the same appears on the records of the Corporation. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Corporation that notice has been duly given shall be evidence of the facts stated therein.

Notwithstanding the provisions of this Section 2.4, the stock or bonded indebtedness of the Corporation shall not be increased at a meeting unless notice of such meeting shall be given as may be required by Section 234 of the Constitution of Alabama.

Section 2.5 Adjourned Meetings and Notice Thereof. Any meeting of shareholders may be adjourned to another time or place, and the Corporation may transact at any adjourned meeting any business which might have been transacted at the original meeting. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless (a) any adjournment or series of adjournments caused the original meeting to be adjourned for more than thirty days after the date originally fixed therefor, or (b) a new record date is fixed for the adjourned meeting. If notice of an adjourned meeting is given, such notice shall be given to each shareholder of record entitled to vote at the adjourned meeting in the manner prescribed in Section 2.4 for the giving of notice of meetings.

Section 2.6 Quorum. At any meeting of shareholders, except as otherwise expressly required by law or by the Articles of Incorporation, the holders of record of at least a majority of the outstanding shares of capital stock entitled to vote or act at such meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business, but less than a quorum shall have power to adjourn any meeting until a quorum shall be present. When a quorum is once present to organize a meeting, the quorum cannot be destroyed by the subsequent withdrawal or revocation of the proxy of any shareholder. Shares of capital stock owned by the Corporation or by another corporation, if a majority of the shares of such other corporation entitled to vote in the election of Directors is held by the Corporation, shall not be counted for quorum purposes or entitled to vote.

Section 2.7 Voting. At any meeting of shareholders, each shareholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such shareholder, as of the record date, as shown by the list of shareholders entitled to vote at the meeting, unless the Articles of Incorporation provide for more or less than one vote for any share, on any matter, in which case every reference in these Bylaws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, provided that no proxy shall be voted or acted upon after eleven months from its date, unless the proxy provides for a longer period. A duly executed proxy shall he irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest, whether in the stock itself or in the Corporation generally, sufficient in law to support an irrevocable power.

The Board of Directors, the Chairman of the Board, the President or the person presiding at a meeting of shareholders may appoint one or more persons to act as inspectors of voting at any meeting with respect to any matter to be submitted to a vote of shareholders at such meeting, with such powers and duties, not inconsistent with applicable law, as may be appropriate.

Section 2.8 Action by Consent of Shareholders. Unless otherwise provided in the Articles of Incorporation, whenever any action by the shareholders at a meeting thereof is required or permitted by law, the Articles of Incorporation, or these Bylaws, such action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the holders of the outstanding stock entitled to vote with respect to the subject matter thereof; provided, however, that authority for an increase in the stock or bonded indebtedness of the Corporation may be given by the shareholders of the Corporation only at a duly held meeting thereof. Such consent shall have the same force and effect as a unanimous vote of shareholders, and may be stated as such in any writing or documents, including those required to be filed with the Judge of Probate under the provisions of the Alabama Business Corporation Act.

ARTICLE III

BOARD OF DIRECTORS

fixing the number of Directors constituting the whole Board of Directors, the Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, from time to time change the number of Directors constituting the whole Board of Directors.

Section 3.3 Qualification. Directors must be natural persons but need not be shareholders of the Corporation. Directors who willfully neglect or refuse to produce a list of shareholders entitled to vote at any meeting for the election of Directors shall be ineligible for election to any office at such meeting.

Section 3.4 Election. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, after the first meeting of the Corporation at which Directors are elected, Directors of the Corporation shall be elected in each year at the annual meeting of share-holders, or at a special meeting in lieu of the annual meeting called for such purpose, by a plurality of votes cast at such meeting. The voting on Directors at any such meeting shall be by written ballot unless otherwise provided in the Articles of Incorporation.

Section 3.7 Vacancies. Vacancies in the Board of Directors shall be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or at a special meeting of the shareholders called for that purpose.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8 Quorum and Voting. Unless the Articles of Incorporation provide otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors

shall be present to constitute a quorum for the transaction of business. A Director interested in a contract or transaction may not be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Unless the Articles of Incorporation provide otherwise, members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Articles of Incorporation or these Bylaws shall require a vote of a greater number.

Section 3.9 Regulations. The Board of Directors may adopt such rules and regulations for the conduct of the business and management of the Corporation, not inconsistent with law or the Articles of Incorporation or these Bylaws, as the Board of Directors may deem proper. The Board of Directors may hold its meetings and cause the books and records of the Corporation to be kept at such place or places within or without the State of Alabama as the Board of Directors may from time to time determine. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall, in the performance of his duties, be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

(b) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such person’s professional or expert competence; or

(c) A committee of the Board of Directors upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

A person who so performs his duties shall have no liability by reason of being or having been a Director of the corporation.

Section 3.10 Annual Meeting. An annual meeting of the Board of Directors shall be called and held for the purpose of organization, election of officers and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of shareholders, no notice of the annual meeting of the Board of Directors need be given. Otherwise, such annual meeting shall be held at such time (not more than thirty clays after the annual meeting of shareholders) and place as may be specified in a notice of the meeting.

Section 3.11 Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place, within or without the State of Alabama, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting.

Section 3.12 Special Meetings. Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time to time by the Chairman of the Board or the President, and shall be called by the Chairman of the Board, the President or the Secretary upon the written request of a majority of the whole Board of Directors directed to the Chairman of the Board, the President or the Secretary. Except as provided below, notice of any special meeting of the Board of Directors, stating the time, place and purpose of such special meeting, shall be given to each Director.

Section 3.13 Notice of Meetings: Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the day on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Section 3.15 Powers and Duties of Committees. Any committee, to the extent provided in the resolution or resolutions creating such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee shall have the power or authority to declare a dividend or distribution from capital surplus, issue capital stock, amend the Articles of Incorporation, adopt a plan of merger or consolidation, recommend to the shareholders the sale, lease exchange, mortgage, or other disposition of all or substantially all of the Corporation’s property and assets otherwise than in the usual and regular course of business, recommend to the shareholders a dissolution of the Corporation or a revocation of a dissolution, fill vacancies in the Board of Directors, or amend the Bylaws.

Each committee may adopt its own rules of procedure and may meet at stated times or on such notice as such committee may determine. Except as otherwise permitted by these Bylaws, each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 3.16 Compensation of Directors. Each Director shall be entitled to receive, for attendance at each meeting of the Board of Directors or any duly constituted committee thereof which he attends, such fee as is fixed by the Board, and in connection therewith shall be reimbursed by the Corporation for travel expenses. The fees to such Directors may be fixed in unequal amounts among them, taking into account their respective relationships to the Corporation in other capacities. These provisions shall not be construed to preclude any Director from receiving compensation in serving the Corporation in any other capacity.

Section 3.17 Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee,

ARTICLE IV

OFFICERS

Section 4.1 Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Chairman of the Board, a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Articles of Incorporation or these Bylaws, one person may hold the offices and perform the duties of any two or more of said principal offices. None of the principal officers need be Directors or shareholders of the Corporation.

Section 4.5 Removal of Officers. Any officer of the Corporation may be removed, with or without cause, by resolution adopted by a majority of the Directors then in office at any regular or special meeting of the Board of Directors or by a written consent signed by all of the Directors then in office, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment to an office shall not of itself create contract rights.

Section 4.7 Chairman of the Board. The Chairman of the Board shall preside at all meetings of shareholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

shall have all powers and duties usually incident to the office of the President, except as specifically limited by a resolution of the Board of Directors. The President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.9 Vice President. In the absence or disability of the President or if the office of President be vacant, the Vice Presidents, in the order determined by the Board of Directors, or if no such determination has been made, in the order of their seniority, shall perform the duties and exercise the powers of the President, subject to the right of the Board of Directors at any time to extend or confine such powers and duties or to assign them to others. Any Vice President may have such additional designation in his title as the Board of Directors may determine. The Vice Presidents shall generally assist the President in such manner as the President shall direct. Each Vice President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.10 Secretary. The Secretary shall act as Secretary of all meetings of shareholders and of the Board of Directors at which he is present, shall record all the proceedings of all such meetings in a book to be kept for that purpose, shall have supervision over the giving and service of notices of the Corporation, and shall have supervision over the care and custody of the records and seal of the Corporation. The Secretary shall be empowered to affix the corporate seal to documents, the execution of which on behalf of the Corporation under its seal is duly authorized, and when so affixed may attest the same. The Secretary shall have all powers and duties usually incident to the office of Secretary, except as specifically limited by a resolution of the Board of Directors. The Secretary shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.11 Treasurer. The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Corporation and shall cause the funds of the Corporation to be deposited in the name of the Corporation in such banks or other depositories as the Board of Directors may designate. The Treasurer shall have supervision over the care and safekeeping of the securities of’ the Corporation. The Treasurer shall have all powers and duties usually incident to the office of Treasurer, except as specifically limited by a resolution of the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.12 Controller. The Controller shall be the chief accounting officer of the Corporation and shall have supervision over the maintenance and custody of the accounting operations of the Corporation, including the keeping of accurate accounts of all receipts and disbursements and all other financial transactions. The Controller shall have all powers and duties usually incident to the office of Controller, except as specifically limited by a resolution of the Board of Directors. The Controller shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

ARTICLE V

CAPITAL STOCK

Section 5.1 Issuance of Certificates of Stock. Each shareholder of the Corporation shall be entitled to a certificate or certificates in such form as shall be approved by the Board of Directors, certifying the number of shares of capital stock of the Corporation owned by such shareholder.

Section 5.2 Signatures on Stock Certificates. Certificates for shares of capital stock of the Corporation shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the President, a Vice President or the Treasurer and by, or in the name of the corporation by, the Secretary, an Assistant Secretary or an Assistant Treasurer. Any of or all the signatures on the certificates may be a facsimile, but if all of these signatures are facsimiles, the certificate must also be countersigned by a transfer agent, or registered by a registrar other than the Corporation itself. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such signer were such officer at the date of issue.

Each certificate representing shares of the Corporation shall state upon the face thereof:

1. That the Corporation is organized under the laws of the State of Alabama;

2. The name of the person to whom issued;

3. The number and class of shares, and the designation of the series, if any, which such certificate represents; and

4. The par value of each share represented by such certificate, or a statement that the shares are without par value; provided, however, that for shares having a par value, a statement on the certificate that the par value of each share represented thereby will be as set forth from time to time in the Articles of Incorporation of the Corporation, as amended, shall be sufficient.

Section 5.3 Stock Ledger. A record of all certificates for capital stock issued by the Corporation shall be kept by the Secretary or any other officer or employee of the Corporation designated by the Secretary or by any transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show the name and address of the person, firm or corporation in whose name certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate, and in case of certificates which have been cancelled, the dates of cancellation thereof.

The Corporation shall be entitled to treat the holder of record of shares of capital stock as shown on the stock ledger as the owner thereof and as the person entitled to receive dividends

thereon, to vote such shares and to receive notice of meetings, and for all other purposes. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any share of capital stock on the part of any other person whether or not the Corporation shall have express or other notice thereof.

Section 5.4 Regulations Relating to Transfer. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with law, the Articles of Incorporation or these Bylaws, concerning issuance, transfer and registration of certificates for shares of capital stock of the Corporation. The Board of Directors may appoint, or authorize any principal officer to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars and may require all certificates for capital stock to bear the signature or signatures of any of them.

Section 5.6 Cancellation. Each certificate for capital stock surrendered to the Corporation for exchange or transfer shall be cancelled and no new certificate or certificates shall be issued in exchange for any existing certificate (other than pursuant to Section 5.7) until such existing certificate shall have been cancelled.

Section 5.7 Lost, Destroyed, Stolen and Mutilated Certificates. In the event that any certificate for shares of capital stock of the Corporation shall be mutilated, the Corporation shall issue a new certificate in place of such mutilated certificate. In case any such certificate shall be lost, stolen or destroyed, the Corporation may, in the discretion of the Board of Directors or a committee designated thereby with power so to act, issue a new certificate for capital stock in the place of any such lost, stolen or destroyed certificate. The applicant for any substituted certificate or certificates shall surrender any mutilated certificate or, in the case of any lost, stolen or destroyed certificate, furnish satisfactory proof of such loss, theft or destruction of such certificate and of the ownership thereof, The Board of Directors or such committee may, in its discretion, require the owner of a lost or destroyed certificate, or his representatives, to furnish to the Corporation a bond with an acceptable surety or sureties and in such sum as will be sufficient to indemnify the Corporation against any claim that may be made against it on account of the lost, stolen or destroyed certificate or the issuance of such new certificate. A new certificate may be issued without requiring a bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 5.8 Fixing of Record Dates.

(a) The Board of Directors may fix, in advance, a record date, which shall not be more than fifty nor less than ten days before the date of any meeting of shareholders, nor more than fifty days prior to any other action, for the purpose of determining shareholders entitled to notice of or to vote at such meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action.

(b) If no record date is fixed by the Board of Directors:

(i) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(ii) The record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first consent is expressed;

(iii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

ARTICLE VI

INDEMNIFICATION

Expenses incurred by a Director, officer, employee or agent of the Corporation in defending an action, suit or proceeding described in subsections (a) and (b) above may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt by the Corporation of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if and to the extent that it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section 6.1.

Any indemnification or advancement of expenses by the Corporation pursuant hereto shall be made only in the manner and to the extent authorized by applicable law, and any such indemnification or advancement of expenses shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Corporate Seal. The seal of the Corporation shall be circular in form with the name of the Corporation, the year of its organization and the words “Corporate Seal - Alabama” inscribed thereon. The seal may be used by causing it to be affixed or impressed, or a facsimile thereof may be reproduced or otherwise used in such manner as the Board of Directors may determine.

Section 7.3 Waiver of Notice. Whenever any notice is required to be given under any provision of law, the Articles of Incorporation, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, Directors, or members of a committee of Directors, need be specified in any written waiver of notice unless so required by the Articles of Incorporation.

Section 7.4 Execution of Instruments, Contracts, Etc.

ARTICLE VIII

AMENDMENTS

Section 8.1 By Shareholders. These Bylaws may be amended, altered or repealed, or new Bylaws may be adopted, at any meeting of shareholders by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote thereat, provided that, in the case of a special meeting, notice that an amendment is to be considered and acted upon shall be inserted in the notice or waiver of notice of said meeting.

Section 8.2 By Directors. Unless otherwise provided in the Articles of Incorporation, these Bylaws may be amended, altered or repealed, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of the whole Board; provided, however, that the Board of Directors may not alter, amend, or repeal any Bylaw establishing what constitutes a quorum at shareholders’ meetings.

EX-3.67 63 dex367.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF EAST TENNESSEE, INC. Certificate of Incorporation of HealthSouth of East Tennessee, Inc.

Exhibit 3.67

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF EAST TENNESSEE, INC.

FIRST: The name of the Corporation is HEALTHSOUTH of East Tennessee, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares, consisting of one thousand (1,000) shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

J. Brooke Johnston, Jr.

800 AmSouth-Sonat Tower

Birmingham, Alabama 35203

need not be by written ballot. The names and mailing addresses of the initial Board of Directors, to serve until their successors are elected and qualified pursuant to the General Corporation Law of the State of Delaware and the Bylaws adopted by this Corporation, are as follows:

Richard M. Scrushy

Two Perimeter Park South

Birmingham, Alabama 35243

Aaron Beam, Jr.

Two Perimeter Park South

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South

Birmingham, Alabama 35243


/s/
J. Brooke Johnston, Jr.

EX-3.68 64 dex368.htm BYLAWS OF HEALTHSOUTH OF EAST TENNESSEE, INC. Bylaws of HealthSouth of East Tennessee, Inc.

Exhibit 3.68

BY-LAWS

HEALTHSOUTH OF EAST TENNESSEE, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH OF EAST TENNESSEE, INC.


		Page
	ARTICLE I

	OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1
	ARTICLE II

	MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	4
Section 2.7.	Voting	4
Section 2.8.	Action by Consent of Stockholders	5
	ARTICLE III

	BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	6
Section 3.4.	Election	6
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	7
Section 3.9.	Regulations	8
Section 3.10.	Annual Meeting	8
Section 3.11.	Regular Meetings	9
Section 3.12.	Special Meetings	9
Section 3.13.	Notice of Meetings; Waiver of Notice	9


Section 3.14.	Committees of Directors	10
Section 3.15.	Powers and Duties of Committees	11
Section 3.16.	Compensation of Directors	11
Section 3.17.	Action Without Meeting	12

	ARTICLE IV

	OFFICERS

Section 4.1.	Principal Officers	12
Section 4.2.	Election of Principal Officers; Term of Office	12
Section 4.3.	Subordinate Officers, Agents and Employees	13
Section 4.4.	Delegation of Duties of Officers	13
Section 4.5.	Removal of Officers	13
Section 4.6.	Resignations	14
Section 4.7.	Chairman of the Board	14
Section 4.8.	President	14
Section 4.9.	Vice President	14
Section 4.10.	Secretary	15
Section 4.11.	Treasurer	15
Section 4.12.	Controller	16
Section 4.13.	Bond	16

	ARTICLE V

	CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	16
Section 5.2.	Signatures on Stock Certificates	16
Section 5.3.	Stock Ledger	17
Section 5.4.	Regulations Relating to Transfer	17
Section 5.5.	Transfers	18
Section 5.6.	Cancellation	18
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	18
Section 5.8.	Fixing of Record Dates	19

	ARTICLE VI

	INDEMNIFICATION

Section 6.1.	Indemnification	20
Section 6.2.	Indemnification Insurance	20


	ARTICLE VII

	MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	21
Section 7.2.	Fiscal Year	21
Section 7.3.	Waiver of Notice	21
Section 7.4.	Execution of Instruments, Contracts, Etc	22

	ARTICLE VIII

	AMENDMENTS

Section 8.1.	By Stockholders	23
Section 8.2.	By Directors	23

BYLAWS

HEALTHSOUTH OF EAST TENNESSEE, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH of East Tennessee, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 1:45 P.M. C.S.T. on the third Thursday of April of each year, commencing with the year 1991, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.69 65 dex369.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF ERIE, INC. Certificate of Incorporation of HealthSouth of Erie, Inc.

Exhibit 3.69

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF ERIE, INC.

1. The name of the corporation is HEALTHSOUTH of Erie, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

K. A. Widdoes

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.


/s/
K.A. Widdoes

CERTIFICATE OF MERGER

HEALTHSOUTH of Great Lakes, Inc.

(a Delaware corporation)

into

HEALTHSOUTH of Erie, Inc.

(a Delaware corporation)

Pursuant to the provisions of Section 251 of the General Corporation Law of the State of Delaware, HEALTHSOUTH of Erie, Inc. hereby certifies that:

1. The name and state of incorporation of each of the constituent corporations are:


Name of Corporation		State of Incorporation
HEALTHSOUTH of Great Lakes, Inc.		Delaware
HEALTHSOUTH of Erie, Inc.		Delaware

2. An agreement of merger has been approved, adopted, certified, executed and acknowledged by HEALTHSOUTH of Great Lakes, Inc. and by HEALTHSOUTH of Erie, Inc. in accordance with the provisions of subsection (c) of Section 251 of the General Corporation Law of the State of Delaware.

3. The name of the surviving corporation is HEALTHSOUTH of Erie, Inc.

4. The Certificate of Incorporation of HEALTHSOUTH of Erie, Inc. shall be the Certificate of Incorporation of the surviving corporation.

5. The surviving corporation is a corporation organized and existing under the laws of the State of Delaware.

6. The executed agreement of merger is on file at the principal place of business of HEALTHSOUTH of Erie, Inc. at One HealthSouth Parkway, Birmingham, Alabama 35243.

7. A copy of the agreement of merger will be furnished by HEALTHSOUTH of Erie, Inc., on request and without cost, to any stockholder of HEALTHSOUTH of Great Lakes, Inc. or HEALTHSOUTH of Erie, Inc.

8. The authorized capital stock of HEALTHSOUTH of Great Lakes, Inc. is 1,000 shares of Common Stock, par value $.01 per share.

IN WITNESS WHEREOF, HEALTHSOUTH of Erie, Inc. has caused this certificate to be signed by its Vice President as of the 1st day of August, 1997.


HEALTHSOUTH of Erie, Inc.

By:		/s/
		William W. Horton
		Vice President

EX-3.70 66 dex370.htm BYLAWS OF HEALTHSOUTH OF ERIE, INC. Bylaws of HealthSouth of Erie, Inc.

Exhibit 3.70

HEALTHSOUTH OF ERIE, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.71 67 dex371.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF FORT SMITH, INC. Certificate of Incorporation of HealthSouth of Fort Smith, Inc.

Exhibit 3.71

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF FORT SMITH, INC.

1. The name of the corporation is HEALTHSOUTH of Fort Smith, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

M. A. Brzoska

Corporation Trust Center 1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.


/s/ M.A. Boyasken

EX-3.72 68 dex372.htm BYLAWS OF HEALTHSOUTH OF FORT SMITH, INC. Bylaws of HealthSouth of Fort Smith, Inc.

Exhibit 3.72

HEALTHSOUTH OF FORT SMITH, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.73 69 dex373.htm REPORT OF A LIMITED PARTNERSHIP OF HEALTHSOUTH OF FT. LAUDERDALE Report of a Limited Partnership of HealthSouth of Ft. Lauderdale

Exhibit 3.73

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH of Ft. Lauderdale Limited Partnership, a Limited Partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 29, 1994.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the name and address of the agent for service of process is:

Haskell Slaughter Young & Johnston,

Professional Association

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

Sworn to this 29th day of December, 1994, at Birmingham, Alabama.


HEALTHSOUTH of Ft. Lauderdale Limited Partnership by its general partner By HEALTHSOUTH Real Property Holding Corporation

By:
		Anthony J. Tanner
		Vice President

By HEALTHSOUTH Rehabilitation Corporation its limited partner

By:
		Anthony J. Tanner
		Executive Vice President

STATE OF ALABAMA

CHANGES FOR: HEALTHSOUTH of Ft. Lauderdale Limited Partnership

(name of entity)

1:	Name of Entity HEALTHSOUTH of Ft. Lauderdale Limited Partnership

2:	State & County of Formation Alabama; Jefferson Date of Formation December 12, 1994

3:	Please change the registered agent from: Haskell, Slaughter, Young, and Johnston

to: THE CORPORATION COMPANY

4:	Please change the registered address from: 1200 Amsouth Harbert Plaza, 1901 6th Avenue N

Birmingham, AL 35203

to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

5:	Please change the principal address from:

to:

6:	Please make the following changes other than above:


DATE: June 16, 1998	SIGNATURE:
	HEALTHSOUTH Real Property Holding Corp.,
	Its General Partner


		(Please Print/Type Name)

		William W. Horton, Vice President
		(Please Print/Type Name)

EX-3.74 70 dex374.htm AGREEMENT & CERTIFICATE OF LTD. PARTSHIP. OF HEALTHSOUTH OF FT. LAUDERDALE Agreement & Certificate of Ltd. Partship. of HealthSouth of Ft. Lauderdale

Exhibit 3.74

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Ft. Lauderdale

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Ft. Lauderdale

Limited Partnership


		Page
Parties		1
Recitals		1

ARTICLE I

DEFINED TERMS

		1

ARTICLE II

ORGANIZATION



2.1	Formation	3
2.2	Qualification	3
2.3	Name	4
2.4	Agent for Service of Process	4
2.5	Principal Place of Business	4
2.6	Prior Agreements of Limited Partnership	4

ARTICLE III

PURPOSE

		4

ARTICLE IV

TERM

		4

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS



5.1	General Partner	4
5.2	Limited Partner	5


ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.1	Capital Contribution of the General Partner	5
6.2	Capital Contribution of the Limited Partner	5
6.3	Withdrawal of Capital Contributions	5
6.4	Assessments	5
6.5	No Interest on Capital	5
6.6	Additional Working Capital	5

ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP

7.1	No Compensation to General Partner as General Partner	6
7.2	Reimbursement of Expenses Incurred by the Partners	6
7.3	Organizational Expenses	6
7.4	Fees and Other Payments Receivable by the Partners or their Affiliates	6

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

8.1	Capital Accounts	6
8.2	Allocation of Income or Loss: In General	6
8.3	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	7
8.4	Distribution of Sale Proceeds	7
8.5	Consequences of Distributions	7
8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	7

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE

9.1	Powers	8
9.2	Independent Activities	9
9.3	Duties	9
9.4	Certain Limitations	9
9.5	Net Worth of the General Partner	10


9.6	Indemnification	10
9.7	Succession as General Partner	10

ARTICLE X

STATUS OF LIMITED PARTNER

10.1	No Participation in Management	10
10.2	Limited Liability	11
10.3	Investment Intent	11
10.4	Unregistered Limited Partnership Interests	11
10.5	Nature of Investment	11

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1	Resignation of the General Partner	11
11.2	Notice of Resignation	11
11.3	Liability of the General Partner after Resignation	12

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

12.1	Dissolution of the Partnership	12
12.2	Winding Up of the Partnership	12

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.1	Books of Account	12
13.2	Financial Reports	13
13.3	Fiscal Year	13
13.4	Banking	13
13.5	Tax Election	13
13.6	Tax Returns	13

ARTICLE XIV

MISCELLANEOUS

14.1	Notice	14
14.2	Section Captions	14
14.3	Severability	14

iii


14.4	Right to Rely Upon the Authority of the General Partner	14
14.5	Governing Law	14
14.6	Counterpart Execution	14
14.7	Parties in Interest	14
14.8	Construction of Pronouns	15
14.9	Integrated Agreement	15

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Ft. Lauderdale

Limited Partnership

AGREEMENT, dated as of December 28, 1994, by and between HEALTHSOUTH Real Property Holding Corporation, a Delaware corporation (the “General Partner”), and HEALTHSOUTH Rehabilitation Corporation, a Delaware corporation (the “Limited Partner”).

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Limited Partner means the party designated as the ‘Limited Partner” in the first paragraph of this Agreement, including any successor limited partner or limited partners substituted pursuant to the provisions of this Agreement.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Florida and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH of Ft. Lauderdale Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

2.4 Agent for Service of Process. The Partnership’s agent for service of process in the State of Alabama is HEALTHSOUTH Rehabilitation Corporation, Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243, Attention; Legal Services Department. The Partnership’s agent for service of process in the State of Florida shall be CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1 General Partner. HEALTHSOUTH Real Property Holding Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2 Limited Partner. HEALTHSOUTH Rehabilitation Corporation, a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND

ADDITIONAL WORKING CAPITAL

6.2 Capital Contribution of the Limited Partner. The Limited Partner shall contribute the assets formerly utilized by HEALTHSOUTH of Ft. Lauderdale, Inc. and HEALTHSOUTH Community Re-Entry Center of Ft. Lauderdale, Inc. in their operations. In exchange for such Capital Contribution, the Limited Partner shall receive 99 Units.

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER;

EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND

LOSS; DISTRIBUTIONS

(b) except as otherwise provided in this Section 8.3, the General Partner shall distribute the Available Cash Flow of the Partnership in accordance with the allocations of income, gain, loss and deduction made pursuant to Section 8.3(a); provided, however, to the extent any amount of a cash distribution would create or increase a deficit in the capital account of any Partner, such amount shall not be distributed to such Partner. Such distributions shall be made in quarterly installments within 45 days after the end of each calendar quarter or at such time or times as the General Partner shall deem practicable. The General Partner shall have the right to withhold any distribution of Available Cash Flow if it deems it to be in the best interest of the Partnership to do so.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTEE

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

ARTICLE X

STATUS OF LIMITED PARTNER

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP

OF THE PARTNERSHIP

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR, BANKING AND TAX ELECTION

General Partner shall also keep adequate federal income tax records using an appropriate method of accounting on a basis consistently applied. The Limited Partner hereby designates the General Partner to maintain the list required under Section 6112 of the Code and agrees to submit to the General Partner the name, address and social security or taxpayer identification number of a transferee of the Limited Partner and the date of transfer of the Unit or Units so transferred.

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

14.1 Notice. Except as otherwise specifically provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be duly given if delivered in writing personally to the person to wham it is directed, or if sent by United States certified mail return receipt requested or overnight express, as follows: if to the General Partner, at its address set forth in Section 5.1 of this Agreement or to such other address as the General Partner may from time to time specify by written notice to the Limited Partner pursuant to this Section 14.1, and if to the Limited Partner, at the Limited Partner’s address set forth in Appendix A hereto, or to such other address as the Limited Partner may from time to time specify by written notice to the General Partner and all other Partners pursuant to this Section 14.1. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or as of the date on which the same was received, or in the event delivery is refused, the date such was deposited in the United States mail or with the overnight express company, postage prepaid, addressed and sent as aforesaid.

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH Real Property Holding Corporation

By:		/s/ [unreadable]
Its:		Vice President

LIMITED PARTNER:

HEALTHSOUTH Rehabilitation Corporation

By:		/s/ [unreadable]
Its:		Executive Vice President

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Ft. Lauderdale

Limited Partnership

GENERAL PARTNER

Name

Mailing Address

General
Partnership
Interest

HEALTHSOUTH Real

Property Holding Corporation

Two Perimeter Park South Birmingham,

Alabama 35243

LIMITED PARTNERS

Name

Mailing Address

Number
of Units

Social Security or
Taxpayer
Identification
Number

HEALTHSOUTH

Rehabilitation Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

63-0860407

EX-3.75 71 dex375.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF HENDERSON, INC. Certificate of Incorporation of HealthSouth of Henderson, Inc.

Exhibit 3.75

CERTIFICATE OF INCORPORATION

HEALTHSOUTH of Henderson, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH of Henderson, Inc.

SECOND: The Corporation shall have perpetual duration.

THIRD: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

I. To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics, surgery centers, lithotripsy centers and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and outpatient surgery and related care, lithotripsy and related radiology care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

SEVENTH: The Board of Directors shall have the power to make, alter or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole Board of Directors. Election of Directors need not be by written ballot. The names and mailing addresses of the initial Board of Directors, to serve until their successors are elected and qualified pursuant to the General Corporation Law of the State of Delaware and the Bylaws adopted by this Corporation, are as follows:

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

William T. Owens

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Brandon O. Hale

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

EIGHTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article EIGHTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit. No amendment to, or repeal of, this Article EIGHTH shall apply to, or have any effect on, the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.

/s/ William W. Horton

William W. Horton

EX-3.76 72 dex376.htm BYLAWS OF HEALTHSOUTH OF HENDERSON, INC. Bylaws of HealthSouth of Henderson, Inc.

Exhibit 3.76

BY-LAWS

HEALTHSOUTH OF HENDERSON, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH OF HENDERSON, INC.


		Page
	ARTICLE I

	OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

	ARTICLE II

	MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

	ARTICLE III

	BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

	ARTICLE IV

	OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4,11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

	ARTICLE V

	CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

	ARTICLE VI

	INDEMNIFICATION

Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18



	ARTICLE VII

	MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

	ARTICLE VIII

	AMENDMENTS

Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH OF HENDERSON, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH of Henderson, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of March of each year, commencing with the year 2001, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than, one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

EX-3.77 73 dex377.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF HOUSTON, INC. Certificate of Incorporation of HealthSouth of Houston, Inc.

Exhibit 3.77

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF HOUSTON, INC.

1. The name of the corporation is HEALTHSOUTH of Houston, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

K. A. Widdoes

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ K.A. Widdoes

K.A. Widdoes

EX-3.78 74 dex378.htm BYLAWS OF HEALTHSOUTH HOUSTON, INC. Bylaws of Healthsouth Houston, Inc.

Exhibit 3.78

HEALTHSOUTH OF HOUSTON, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.79 75 dex379.htm REPORT OF LIMITED PARTNERSHIP OF HEALTHSOUTH OF LARGO LTD. PARTNERSHIP Report of Limited Partnership of HealthSouth of Largo Ltd. Partnership

Exhibit 3.79

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH of Largo Limited Partnership, a Limited Partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 29, 1994.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the name and address of the agent for service of process is:

Haskell Slaughter Young & Johnston,

Professional Association

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

Sworn to this 29th day of December, 1994, at Birmingham, Alabama.


HEALTHSOUTH of Largo Limited Partnership by its general partner
HEALTHSOUTH Real Property Holding Corporation

By		/s/ Anthony J. Tanner
		Anthony J. Tanner Vice President


By		HEALTHSOUTH Rehabilitation Corporation its limited partner

By		/s/ Anthony J. Tanner
		Anthony J. Tanner Executive Vice President

STATE OF ALABAMA

CHANGES

FOR: HEALTHSOUTH of Largo Limited Partnership

(name of entity)

1: Name of Entity HEALTHSOUTH of Largo Limited Partnership

2: State & County of Formation Alabama; Jefferson Date of Formation December 24, 1994

3: Please change the registered agent from: Haskell, Slaughter, Young, and Johnston

to: THE CORPORATION COMPANY .


4: Please change the registered address from:		1200 Amsouth Harbert Plaza, 1901 6th Avenue
		Birmingham, AL 35203

to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

5: Please change the principal address from:

to:

6: Please make the following changes other than above:


DATE: June 16, 1998	SIGNATURE:

		HEALTHSOUTH Real Property Holding Corp., Its General Partner
		(Please Print/Type Name)

		William W. Horton, Vice President
		(Your title)

EX-3.80 76 dex380.htm AGREEMENT AND CERTIFICATE OF LTD. PARTNERSHIP OF HEALTHSOUTH OF LARGO Agreement and Certificate of Ltd. Partnership of HealthSouth of Largo

Exhibit 3.80

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Largo

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Largo

Limited Partnership


		Page
Parties		1
Recitals		1

ARTICLE I

DEFINED TERMS
		1

ARTICLE II

ORGANIZATION

2.1	Formation	4
2.2	Qualification	4
2.3	Name	4
2.4	Agent for Service of Process	4
2.5	Principal Place of Business	4
2.6	Prior Agreements of Limited Partnership	4

ARTICLE III

PURPOSE
		5

ARTICLE IV

TERM
		6

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1	General Partner	5
5.2	Limited Partner	5


ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.1	Capital Contribution of the General Partner	5
6.2	Capital Contribution of the Limited Partner	5
6.3	Withdrawal of Capital Contributions	6
6.4	Assessments	6
6.5	No Interest on Capital	6
6.6	Additional Working Capital	6

ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP

7.1	No Compensation to General Partner as General Partner	6
7.2	Reimbursement of Expenses Incurred by the Partners	6
7.3	Organizational Expenses	6
7.4	Fees and Other Payments Receivable by the Partners or their Affiliates	6

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

8.1	Capital Accounts	7
8.2	Allocation of Income or Loss	7
8.3	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	7
8.4	Distribution of Sale Proceeds	7
8.5	Consequences of Distributions	8
8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	8

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE
9.1	Powers	8
9.2	Independent Activities	9
9.3	Duties	10
9.4	Certain Limitations	10
9.5	Net Worth of the General Partner	10


9.6	Indemnification	11
9.7	Succession as General Partner	11

ARTICLE X

STATUS OF LIMITED PARTNER

10.1	No Participation in Management	11
10.2	Limited Liability	11
10.3	Investment Intent	12
10.4	Unregistered Limited Partnership Interests	12
10.5	Nature of Investment	12

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1	Resignation of the General Partner	12
11.2	Notice of Resignation	12
11.3	Liability of the General Partner after Resignation	12

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

12.1	Dissolution of the Partnership	13
12.2	Winding Up of the Partnership	13

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.1	Books of Account	13
13.2	Financial Reports	14
13.3	Fiscal Year	14
13.4	Banking	14
13.5	Tax Election	14
13.6	Tax Returns	14

ARTICLE XIV

MISCELLANEOUS
14.1	Notice	15
14.2	Section Captions	15
14.3	Severability	15

iii


14.4	Right to Rely Upon the Authority of the General Partner	15
14.5	Governing Law	15
14.6	Counterpart Execution	15
14.7	Parties in Interest	15
14.8	Construction of Pronouns	16
14.9	Integrated Agreement	16

Signatures		18

Appendix A

THE PARTNERSHIP INTERESTS ISSUED UNDER THIS DOCUMENT HAVE

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY

STATE SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR

OTHERWISE DISPOSED OF ABSENT SUCH REGISTRATION UNLESS, IN

THE OPINION OF COUNSEL TO THE GENERAL PARTNER, SUCH

REGISTRATION IS NOT REQUIRED.

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Largo

Limited Partnership

W I T N E S S E T H:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Hospital means the inpatient rehabilitation hospital to be owned by the Partnership, together with all satellite locations thereof, which will do business under the name

“HEALTHSOUTH Rehabilitation Hospital”, or any other name chosen by the General Partner with the consent of the Limited Partner, including the Partnership’s interest in the premises in which the Hospital is operated, all fixtures and equipment to be utilized in the operation of the Hospital, and all books, records, keys, supplies and other assets necessary for the operation of the Hospital.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Florida and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH of Largo Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

2.4 Agent for Service of Process. The Partnership’s agent for service of process in the State of Alabama is HEALTHSOUTH Rehabilitation Corporation, Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243, Attention: Legal Services Department. The Partnership’s agent for service of process in the State of Florida shall be CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.2 Limited Partner. HEALTHSOUTH Rehabilitation Corporation, a Delaware corporation, is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND

ADDITIONAL WORKING CAPITAL

6.2 Capital Contribution of the Limited Partner. The Limited Partner shall contribute the assets formerly utilized by HEALTHSOUTH Rehabilitation of Florida, Inc. in its operations. In exchange for such Capital Contribution, the Limited Partner shall receive 99 Units.

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER;

EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND

LOSS; DISTRIBUTIONS

(b) Except as otherwise provided in this Section 8.3, the General Partner shall distribute the Available Cash Flaw of the Partnership in accordance with the allocations of income, gain, loss and deduction made pursuant to Section 8.3(a); provided, however, to the extent any amount of a cash distribution would create or increase a deficit in the capital account of any Partner, such amount shall not be distributed to such Partner. Such distributions shall be made in quarterly installments within 45 days after the end of each calendar quarter or at such time or times as the General Partner shall deem practicable. The General Partner shall have the right to withhold any distribution of Available Cash Flow if it deems it to be in the best interest of the Partnership to do so.

distributed to such other Partner without regard to this proviso. Such distribution shall be made as soon after the receipt by the Partnership of such Sale Proceeds as the General Partner deems practicable.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTEE

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

activities to the Partnership or any party hereto, and as a material part of the consideration for each Partner’s execution hereof, the other Partner hereby waives, relinquishes and renounces any such right or claim of participation.

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

ARTICLE X

STATUS OF LIMITED PARTNER

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR, BANKING AND TAX ELECTION

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

(b) An annual report within 90 days after the end of each of the Partnership’s fiscal years containing: (i) a balance sheet as of the end of the fiscal year, a statement of income, partners’ equity and changes in financial position and a cash flow statement for the year then ended, all of which shall be prepared in accordance with generally accepted accounting principles, and all of which shall be audited by the then-current independent auditors of the General Partner, and (ii) a report of the activities of the Partnership during the period covered by the report. Such report will set forth distributions to the Partners for the period covered thereby, and shall separately identify distributions from Available Cash Flow during the period, amounts which had been held as reserves and proceeds from disposition or sublease of assets, if any. The report shall also include a detailed statement of any transaction with the Partners or their respective Affiliates and of commissions, compensation and other benefits paid, or accrued to the Partners or their respective Affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS)


GENERAL PARTNER:

HEALTHSOUTH Real Property Holding Corporation

By:		/s/ [unreadable]
Its		Vice President

LIMITED PARTNER:

HEALTHSOUTH Rehabilitation Corporation

By:		/s/ [unreadable]
Its		Executive Vice President

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Largo

Limited Partnership

GENERAL PARTNER

Name

Mailing Address

General Partnership Interest

HEALTHSOUTH Real Property

Holding Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

LIMITED PARTNERS

Name

Mailing Address

Number of Units

Social Security

Taxpayer

Identification

Number

HEALTHSOUTH

Rehabilitation Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

63-0860407

EX-3.81 77 dex381.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF MECHANICSBURG, INC Certificate of Incorporation of HealthSouth of Mechanicsburg, Inc

Exhibit 3.81

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF MECHANICSBURG, INC.

1. The name of the corporation is HEALTHSOUTH of Mechanicsburg, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

L.J. Vitalo

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

I, THE UNDERSIGNED, being the incorporation hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 7^th day of December, 1993.

/s/ L.J. Vitalo

EX-3.82 78 dex382.htm BYLAWS OF HEALTHSOUTH OF MECHANICSBURG, INC. Bylaws of Healthsouth of Mechanicsburg, Inc.

Exhibit 3.82

HEALTHSOUTH OF MECHANICSBURG, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.83 79 dex383.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF MIDLAND, INC. Certificate of Incorporation of HealthSouth of Midland, Inc.

Exhibit 3.83

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF MIDLAND, INC.

1. The name of the corporation is HEALTHSOUTH of Midland, Inc.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange, Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

M. A. Brzoska

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

7. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction form which the director derived any improper personal benefit.

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ M. A. Brzoska

EX-3.84 80 dex384.htm BYLAWS OF HEALTHSOUTH OF MIDLAND, INC. Bylaws of Healthsouth of Midland, Inc.

Exhibit 3.84

HEALTHSOUTH OF MIDLAND, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.85 81 dex385.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF MONTGOMERY, INC. Certificate of Incorporation of HealthSouth of Montgomery, Inc.

Exhibit 3.85

CERTIFICATION OF INCORPORATION

HEALTHSOUTH OF MONTGOMERY, INC.

STATE OF ALABAMA

MONTGOMERY COUNTY

I, the undersigned Walker Hobbie, Jr., Judge of Probate of Montgomery County, Alabama, hereby certify that the Certificate of Incorporation of

HEALTHSOUTH OF MONTGOMERY, INC.

has this day been filed for record in the Probate Court of Montgomery County, Alabama; and that the Certificate of Incorporation has been recorded in compliance of Title 10-2A-92 of the Code of Alabama, and that the incorporators of said corporation, their successors and assigns constitute a body corporate under the name set forth in said Certificate namely:

HEALTHSOUTH OF MONTGOMERY, INC.

IN WITNESS WHEREOF, I, the said Walker Hobbie, Jr., as Judge of Probate of Montgomery County, Alabama, hereunto set my name and affix my seal of said Probate on this 10th day of December, 1993.

/s/ Walker Hobbie, Jr.

WALKER HOBBIE, JR.

JUDGE OF PROBATE

MONTGOMERY COUNTY, ALABAMA

ARTICLES OF INCORPORATION

HEALTHSOUTH of Montgomery, Inc.

Pursuant to the provisions of the Alabama Business Corporation Act, the undersigned hereby adopts the following Articles of Incorporation:

ARTICLE I

The name of the Corporation is HEALTHSOUTH of Montgomery, Inc.

ARTICLE II

The Corporation shall have perpetual duration.

ARTICLE III

The nature of the business or purposes to be conducted or promoted are:

(a) To own, lease, manage and operate rehabilitation facilities, and all acts necessary, convenient or desirable in connection therewith.

(b) To engage in any lawful act or activity for which corporations may be organized under the Alabama Business Corporation Act.

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is 1000 shares, of which 1000 shares shall be Common Stock, par value $.01 per share.

The authorized shares of the Corporation may be issued and sold by the Corporation for such consideration, not less than the par value thereof, as from time to time may be determined by the Board of Directors. No holder of shares of any class, notwithstanding any proposed issuance by the Corporation of, or the proposed granting by the Corporation of rights or options to purchase, its shares of any class or any shares or other securities convertible into, or carrying rights or options to purchase, its shares of any class, shall in any event be entitled as of right to purchase or subscribe for such shares or other securities of the Corporation or have any preemptive rights whatsoever to purchase shares or other securities of the Corporation, but any such unissued stock or such additional authorized issue of new stock, or such securities convertible into stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, and upon such terms, as may be deemed advisable by the Board of Directors in the exercise of its discretion.

ARTICLE V

The address of its initial registered office in the State of Alabama is 60 Commerce Street, Montgomery, Alabama 36104 and the name of its initial registered agent at such address is C T Corporation System.

ARTICLE VI


Richard M. Scrushy		Two Perimeter Park South Suite 224W Birmingham, Alabama 35243

Aaron Beam, Jr.		Two Perimeter Park South Suite 224W Birmingham, Alabama 35243

Anthony J. Tanner		Two Perimeter Park South Suite 224W Birmingham, Alabama 35243

ARTICLE VII

The name and mailing address of the sole Incorporator is as follows:

C. Drew Demaray

Two Perimeter Park South

Suite 224W Birmingham, Alabama 35243

ARTICLE VIII

No shareholder, by virtue of being a shareholder, shall enjoy any preemptive rights with regard to purchase of stock.

/s/ C. Drew Demaray

C. Drew Demaray

EX-3.86 82 dex386.htm BYLAWS OF HEALTHSOUTH OF MONTGOMERY, INC. Bylaws of Healthsouth of Montgomery, Inc.

Exhibit 3.86

BYLAWS

HEALTHSOUTH of Montgomery, Inc.

ARTICLE I

OFFICES

Section 1.1 Location. The address of the registered office of HEALTHSOUTH of Montgomery, Inc. (the “Corporation”) in the State of Alabama and the name of the registered agent at such address shall be as specified in the Articles of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to Section 10-2A-30 of the Alabama Business Corporation Act. The Corporation may also have other offices at such places within or without the State of Alabama as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Corporation, or at such other place within or without the State of Alabama as the Board of Directors may fix by resolution or as set forth in the notice of the meeting. In the event that the Board of Directors shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m, on the third Thursday of April of each year, commencing with the year 1994, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2 Special Meetings. Special meetings of shareholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of shareholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law. Special meetings of shareholders shall be held at such time and such place, within or without the State of Alabama, as shall be designated in the notice of meeting.

Section 2.3 List of Shareholders Entitled to Vote. The officer who has charge of the stock ledger of the Corporation shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of shareholders, a complete list, based upon the record date for such meeting determined pursuant to Section 5.8, of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder who makes written request therefor, during ordinary business hours, for a period of at least ten days prior to the meeting, at the principal office of the Corporation. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.

Section 2.6 Quorum. At any meeting of shareholders, except as otherwise expressly required by law or by the Articles of Incorporation, the holders of record of at least 51% of the outstanding shares of capital stock entitled to vote or act at such meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business, but less than a quorum shall have power to adjourn any meeting until a quorum shall be present. When a quorum is once present to organize a meeting, the quorum cannot be destroyed by the subsequent withdrawal or revocation of the proxy of any shareholder. Shares of capital stock owned by the Corporation or by another corporation, if a majority of the shares of such other corporation entitled to vote in the election of Directors is held by the Corporation, shall not be counted for quorum purposes or entitled to vote.

Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, provided that no proxy shall be voted or acted upon after eleven months from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest, whether in the stock itself or in the Corporation generally, sufficient in law to support an irrevocable power.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2 Number of Directors. The Board of Directors of the Corporation shall consist of one or more members. The exact number of Directors which shall constitute the whole

Board of Directors shall be fixed from time to time by resolution adopted by a majority of the whole Board of Directors. Until the number of Directors has been so fixed by the Board of Directors, the number of Directors constituting the whole Board of Directors shall be three. After fixing the number of Directors constituting the whole Board of Directors, the Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, from time to time change the number of Directors constituting the whole Board of Directors.

Section 3.4 Election. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, after the first meeting of the Corporation at which Directors are elected, Directors of the Corporation shall be elected in each year at the annual meeting of shareholders, or at a special meeting in lieu of the annual meeting called for such purpose, by a plurality of votes cast at such meeting. The voting on Directors at any such meeting shall be by written ballot unless otherwise provided in the Articles of Incorporation.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8 Quorum and Voting. Unless the Articles of Incorporation provide otherwise, at all meetings of the Board of Directors, 75% of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested in a contract or transaction may not be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.9 Regulations. The Board of Directors may adopt such rules and regulations for the conduct of the business and management of the Corporation, not inconsistent with law or the Articles of Incorporation or these Bylaws, as the Board of Directors may deem proper. The Board of Directors may hold its meetings and cause the books and records of the Corporation to be kept at such place or places within or without the State of Alabama as the Board of Directors may from time to time determine. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall, in the performance of his duties, be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

(b) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such person’s professional or expert competence; or

A person who so performs his duties shall have no liability by reason of being or having been a Director of the corporation.

Section 3.10 Annual Meeting. An annual meeting of the Board of Directors shall be called and held for the purpose of organization, election of officers and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of shareholders, no notice of the annual meeting of the Board of Directors need be given. Otherwise, such annual meeting shall be held at such time (not more than thirty days after the annual meeting of shareholders) and place as may be specified in a notice of the meeting.

sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may be fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

Section 3.15 Powers and Duties of Committees. Any committee, to the extent provided in the resolution or resolutions creating such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee shall have the power or authority to declare a dividend or distribution from capital surplus, issue capital stock, amend the Articles of Incorporation, adopt a plan of merger or consolidation, recommend to the shareholders the sale, lease exchange, mortgage, or other disposition of all or substantially all of the Corporation’s property and assets otherwise than in the usual and regular course of business, recommend to the shareholders a dissolution of the Corporation or a revocation of a dissolution, fill vacancies in the Board of Directors, or amend the Bylaws.

ARTICLE IV

OFFICERS

provided in the Articles of Incorporation or these Bylaws, one person may hold the offices and perform the duties of any two or more of said principal offices. None of the principal officers need be Directors or shareholders of the Corporation.

Section 4.8 President. The President shall, in the absence of the Chairman of the Board, preside at all meetings of the shareholders and of the Board of Directors at which he is present. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and affairs of the Corporation and shall be responsible for carrying out the policies and objectives established by the Board of Directors. The President shall have all powers and duties usually incident to the office of the President, except as specifically limited by a resolution of the Board of Directors. The President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.12 Controller. The Controller shall be the chief accounting officer of the Corporation and shall have supervision over the maintenance and custody of the accounting operations of the Corporation, including the keeping of accurate accounts of all receipts and disbursements and all other financial transactions. The Controller shall have all powers and duties usually incident to the office of Controller, except as specifically limited by a resolution of the Board of Directors. The Controller shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

ARTICLE V

CAPITAL STOCK

Section 5.2 Signatures on Stock Certificates. Certificates for shares of capital stock of the Corporation shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the President, a Vice President or the Treasurer and by, or in the name of the corporation by, the Secretary, an Assistant Secretary or an Assistant Treasurer. Any of or all the signatures on the certificates may be a facsimile, but if all of these signatures are facsimiles, the certificate must also be countersigned by a transfer agent, or registered by a registrar other than the Corporation itself. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such signer were such officer at the date of issue.

Each certificate representing shares of the Corporation shall state upon the face thereof;

1. That the Corporation is organized under the laws of the State of Alabama;

2. The name of the person to whom issued;

3. The number and class of shares, and the designation of the series, if any, which such certificate represents; and

Section 5.3 Stock Ledger. A record of all certificates for capital stock issued by the Corporation shall be kept by the Secretary or any other officer or employee of the Corporation

designated by the Secretary or by any transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show the name and address of the person, firm or corporation in whose name certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate, and in case of certificates which have been cancelled, the dates of cancellation thereof.

Section 5.7 Lost, Destroyed, Stolen and Mutilated Certificates. In the event that any certificate for shares of capital stock of the Corporation shall be mutilated, the Corporation shall issue a new certificate in place of such mutilated certificate. In case any such certificate shall be lost, stolen or destroyed, the Corporation may, in the discretion of the Board of Directors or a committee designated thereby with power so to act, issue a new certificate for capital stock in the place of any such lost, stolen or destroyed certificate. The applicant for any substituted certificate or certificates shall surrender any mutilated certificate or, in the case of any lost, stolen or destroyed certificate, furnish satisfactory proof of such loss, theft or destruction of such certificate and of the ownership thereof. The Board of Directors or such committee may, in its discretion, require the owner of a lost or destroyed certificate, or his representatives, to furnish to the Corporation a bond with an acceptable surety or sureties and in such sum as will be sufficient to indemnify the Corporation against any claim that may be made against it on account of the lost, stolen or destroyed certificate or the issuance of such new certificate. A new certificate may be issued without requiring a bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 5.8 Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4 Execution of Instruments, Contracts, Etc.

ARTICLE VIII

AMENDMENTS

Section 8.1 By Shareholders. These Bylaws maybe amended, altered or repealed, or new Bylaws may be adopted, at any meeting of shareholders by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote thereat, provided that, in the case of a special meeting, notice that an amendment is to be considered and acted upon shall be inserted in the notice or waiver of notice of said meeting.

At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to

cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

If less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or if there be classes of Directors, at an election of the class of Directors of which he is a part.

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.87 83 dex387.htm BYLAWS OF HEALTHSOUTH OF NEW MEXICO, INC. Bylaws of Healthsouth of New Mexico, Inc.

Exhibit 3.88

STATE OF NEW MEXICO

CERTIFICATE OF INCORPORATION

SPECIALTY REHABILITATION CENTERS OF NEW MEXICO, INC.

126,500-8

The State Corporation Commission certifies that duplicate originals of the Articles of Incorporation attached hereto, duly signed and verified pursuant to the provisions of the BUSINESS Corporation Act, have been received by it and are found to conform to law.

Accordingly, by virtue of the authority vested in it by law, the State Corporation Commission issues this Certificate of Incorporation, and attaches hereto a duplicate original of the Articles of Incorporation.


In Testimony Whereof, the State Corporation Commission of the State of New Mexico has caused this certificate to be signed by its Chairman and the Seal of said Commission to be affixed at the City of Santa Fe on

April 4, 1985

/s/ [unreadable]
		Chairman

By:

/s/ [unreadable]
		Director

ARTICLES OF INCORPORATION

SPECIALTY REHABILITATION CENTERS OF NEW MEXICO, INC.

The undersigned acting as incorporator of a corporation under the New Mexico Business Corporation Act (53-11-1 to 53-18-12 NMSA 1973), adopts the following Articles of Incorporation for such Corporation:

FIRST: The name of the Corporation is Specialty Rehabilitation Centers of New Mexico, Inc.

SECOND: The period of its duration is perpetual.

THIRD: The purpose or purposes for which the Corporation is organized are:

(a)

To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an in-patient basis or otherwise in rehabilitation clinics and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and other services and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

(b)

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the New Mexico Business Corporation Act.

FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock, having a par value of One Dollar ($1.00) per share.

FIFTH: The Directors of the Corporation shall have the power to sell any authorized but unissued stock of any class at any time and to any person as they deem advisable, and no shareholder shall be entitled, as of right, to subscribe to or purchase any of such additional shares of stock.

SIXTH: The name of its initial registered agent is CT Corporation System and the street address and city of the initial registered office in New Mexico is 220 Otero Street, c/o CT Corporation System, P. O. Box 787, Santa Fe, New Mexico 87501.

SEVENTH: The number of directors constituting the initial board of directors is One, and the name and address of the person who is to serve as such director until the first Annual Meeting of Shareholders or until a successor is elected and qualified is:


Name		Address
Richard M. Scrushy		c/o AMCARE, Inc.
		One Perimeter Park South
		Birmingham, Alabama 35243

EIGHTH: The name and address of the incorporator is:


Name		Address
J. Brooke Johnston, Jr.		800 First National-Southern
		Natural Building
		Birmingham, Alabama 35203


DATED: April 3, 1985		/s/ J. Brooke Johnston, Jr.
		J. Brooke Johnston, Jr.

-2-

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

SPECIALTY REHABILITATION CENTERS

OF NEW MEXICO, INC.

Pursuant to the provisions of Section 53-13-4 of the New Mexico Statutes Annotated, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is Specialty Rehabilitation Centers of New Mexico, Inc.

SECOND: The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on January 21, 1988, in the manner prescribed by the New Mexico Business Corporation Act:

“FIRST: The name of the corporation is HEALTHSOUTH of New Mexico, Inc.

THIRD: The number of shares of the corporation outstanding at the time of such adoption was 1,000; and the number of shares entitled to vote thereon was 1,000.

FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:


Class		Number of Shares
Common		1,000

FIFTH: The number of shares voted for such amendment was 1,000; and the number of shares voted against such amendment was none.

SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:


	Number of Shares Voted
Class	For	Against
Common	1,000	-0-

SEVENTH: No exchange, reclassification, or cancellation of issued shares shall be effected.

-1-

DATED: January 21, 1988.


SPECIALTY REHABILITATION CENTERS OF NEW MEXICO, INC.

By:		/s/ Richard M. Scrushy
		Richard M. Scrushy, President

and:		/s/ Anthony J. Tanner
		Anthony J. Tanner, Secretary


STATE OF ALABAMA		)
		)
JEFFERSON COUNTY		)

I, Bettye S. Coates, a notary public, do hereby certify that on this 21^st day of January, 1988, personally appeared before me, Richard M. Scrushy, who being by me first duly sworn, declared that he is the President of Specialty Rehabilitation Centers of New Mexico, Inc., that he signed the foregoing document as President of the corporation, and that the statements contained therein are true.

In witness whereof I have hereunto set my hand and seal this 21st day of January, A.D. 1988.

My commission expires: 7-8-89


[ NOTARIAL SEAL ]				/s/ Bettye S. Coates
				Notary Public

-2-

EX-3.88 84 dex388.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF NEW MEXICO, INC. Certificate of Incorporation of HealthSouth of New Mexico, Inc.

Exhibit 3.87

BYLAWS

HEALTHSOUTH OF NEW MEXICO, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of the Corporation in the State of New Mexico and the name of the registered agent at such address shall be as specified in the Articles of Incorporation or, if subsequently changed, as specified in the most recent statement of change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of New Mexico as the Board of Directors may from time to time designate or the business of the Corporation may require.

Section 1.2. Change of Location. In the manner permitted by law, the Board of Directors or the registered agent may change the address of the Corporation’s registered office in the State of New Mexico and the Board of Directors may make, revoke or change the designation of the registered agent.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders of the Corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Corporation, or at such other place within or without the State of New Mexico as the Board of Directors may fix by resolution or as is set forth in the notice of the meeting. In the event that the Board of Directors

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. on the third Thursday of April of each year, commencing with the year 1986, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of shareholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President, by the Board of Directors or by not less than one-tenth of all the shareholders entitled to vote at the meeting. Special meetings of shareholders shall be held at such time and such place, within or without the State of New Mexico, as shall be designated in the notice of meeting.

Section 2.3. List of Shareholders Entitled to Vote. The officer or agent who has charge of the stock transfer books for shares of the Corporation shall make at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be kept on file at the registered office of the Corporation and shall be subject to the examination of any shareholder, during usual business hours, for a period of at least ten days prior to the meeting. The list also shall be produced and kept open at the time and place of the meeting, and may be inspected by any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the list or transfer books or to vote at any meeting of the shareholders.

Section 2.4. Notice of Meetings. Written notice of each annual and special meeting of shareholders, other than any meeting the giving of notice of which is otherwise prescribed by law, stating the place, date and hour of the meeting, and, in the case of a special

meeting, the purpose or purposes for which the meeting is called, shall be delivered at least ten but not more than fifty days before the date of such meeting, either personally or by mail, at the direction of the President, the Secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote thereat. If mailed, such notice shall be deposited in the United States mail, postage prepaid, directed to such shareholder at his address as the same appears on the stock transfer books of the Corporation.

Section 2.5. Quorum. A majority of shares entitled to vote, unless otherwise required by law or by the Articles of Incorporation, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. A quorum, once attained at a meeting shall be deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough shares to leave less than a quorum.

Section 2.6. Voting. At any meeting of shareholders, each outstanding share of stock, regardless of class, shall be entitled to one vote on each matter submitted to a vote at such meeting, unless the Articles of Incorporation provide for more or less than one vote for any share, on any matter, in which case every reference in these Bylaws to a majority or other proportion of shares shall refer to such majority or other proportion of the votes entitled to be cast. The Articles of Incorporation may grant, either absolutely or conditionally to the holders of bonds, debentures or other obligations of the Corporation the power to vote on specified matters, including election of Directors, and this right shall not be terminated except upon written consent of the holders of a majority in aggregate face amount of the bonds or debentures.

A shareholder may vote either in person or by proxy executed in writing by the shareholders or by his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

The Board of Directors, the Chairman of the Board, the President, or the person presiding at a meeting of shareholders may appoint one or more persons to act as inspectors of voting at any meeting with respect to any matter to be submitted to a vote of shareholders at such meeting, with such powers and duties, not inconsistent with applicable law, as may be appropriate.

Section 2.7. Action by Consent of Shareholders. Any action by the shareholders at a meeting thereof, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent has the same effect as a unanimous vote of shareholders, and may be stated as such in any articles or document filed with the State Corporation Commission as required or permitted by law.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. All corporate powers shall be exercised by or under authority of, and the business and affairs of the Corporation shall be managed under the direction of, a Board of Directors except as may be otherwise provided by law or the Articles of Corporation.

Section 3.2. Number and Election of Directors. The number of Directors shall consist of one or more members. The number of Directors shall be fixed by, or in the manner provided in the Articles of Incorporation or these Bylaws, except as to the number constituting the initial Board of Directors, which number shall be fixed by the Articles of Incorporation. The number of Directors may be increased or decreased from time to time by resolution proposed and

adopted by the Board of Directors, or by amendment to the Articles of Incorporation or these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director. If the number of Directors is not fixed by, or in the manner provided in, these Bylaws or the Articles of Incorporation, the number shall be the same as the number of Directors constituting the initial Board of Directors. Such persons shall hold office until the first annual meeting of shareholders, and until their successors have been elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect Directors to hold office until the next succeeding annual meeting, except in case of the classification of Directors as permitted by law. Each Director shall hold office for the term for which he is elected and until his successor has been elected and qualified.

Section 3.3. Qualification. Directors need not be residents of New Mexico or shareholders of the Corporation unless the Articles of Incorporation or these Bylaws so require.

Section 3.4. Term. Each Director shall hold office until his successor is duly elected and qualified, except in the event of the earlier termination of his term of office by reason of death, resignation, removal or other reason.

Section 3.5. Removal. At a meeting of the shareholders called expressly for that purpose, any Director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote in an election of Directors, except as otherwise provided by applicable law.

Section 3.6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

Section 3.7. Quorum and Voting. A majority of the number of Directors shall constitute a quorum for the transaction of business unless a greater number is required by the Articles of Incorporation or these Bylaws. A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough Directors to leave less than a quorum.

Unless the Articles of Incorporation or these Bylaws provide otherwise, members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Articles of Incorporation or these Bylaws shall require a vote of a greater number.

Section 3.8. Place and Notice of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of New Mexico. Regular or special meetings of the Board of Directors may be held without notice. Attendance of a Director at a meeting constitutes a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice unless required by these Bylaws or otherwise by law.

Section 3.9. Regulations. The Board of Directors may adopt such rules and regulations for the conduct of the business and management of the Corporation, not inconsistent with law or the Articles of Incorporation or these Bylaws, as the Board of Directors may deem proper. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors, and shall keep at its registered office or principle place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any books, records and minutes of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 3.10. Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the full Board of Directors, designate from among its members an executive committee and one or more committees each of which, to the extent provided in the resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all the authority of the Board of Directors, except as limited or proscribed by law or these Bylaws.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the full Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the

immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may be fixed by a resolution adopted by a majority of the full Board of Directors, subject, however, to removal at any time by the vote of a majority of the full Board of Directors.

Section 3.11. Powers and Duties of Committees. Any committee, to the extent provided in the resolution creating such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee shall have the power or authority to declare dividends or authorize distributions, approve or recommend to shareholders actions or proposals required by law to be approved by shareholders, designate candidates for the office of Director, for purposes of proxy solicitation or otherwise, or fill vacancies on the Board of Directors or any committee thereof, amend these Bylaws, approve a plan of merger not requiring shareholder approval, authorize or approve the reacquisition of shares unless pursuant to general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale of shares of stock except as prescribed by law.

Section 3.12. Compensation of Directors. The Board of Directors may fix the compensation of Directors unless otherwise provided in the Articles of Incorporation.

Section 3.13. Action Without Meeting. Unless otherwise provided by the Articles of Incorporation or these Bylaws, any action required by law to be taken at a meeting of the Directors of the Corporation, or any action which may be taken at a meeting of the Directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors, or all the members of the Committee, as the case may be. The consent shall have the same effect as a unanimous vote.

ARTICLE IV

OFFICERS

Section 4.1. Officers. The officers of the Corporation shall consist of a Chairman of the Board, President, one or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors at the time and in the manner prescribed by these Bylaws. Other officers and assistant officers and agents deemed necessary may be elected or appointed by the Board of Directors or chosen in the manner prescribed by these Bylaws. Any two or more offices may be held by the same person, except the offices of President and Secretary. All officers and agents of the Corporation, as between themselves and the Corporation, shall have the authority and perform the duties in the management of the Corporation as provided in these Bylaws, or as determined by resolution of the Board of Directors not inconsistent with the Bylaws.

Section 4.2. Election of Principal Officers; Term of Office. The principal officers of the Corporation shall be elected annually by the Board of Directors at such annual meeting of the Board of Directors. If the Board of Directors shall fail to fill any principal office at an annual meeting, or if any vacancy in any principal office shall be newly created, such principal office may be filled at any regular or special meeting of the Board of Directors.

Section 4.3. Removal of Officers. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Chairman of the Board. The Chairman of the Board shall preside at all meetings of shareholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.5. President. The President shall, in the absence of the Chairman of the Board, preside at all meetings of the shareholders and of the Board of Directors at which he is present. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and affairs of the Corporation and shall be responsible for carrying out the policies and objectives established by the Board of Directors. The President shall have all powers and duties usually incident to the office of the President, except as specifically limited by a resolution of the Board of Directors. The President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.6. Vice President. In the absence or disability of the President or if the office of President be vacant, the Vice Presidents in the order determined by the Board of Directors, or if no such determination has been made, in the order of their seniority, shall perform the duties and exercise the powers of the President, subject to the right of the Board of

Section 4.7. Secretary. The Secretary shall act as Secretary of all meetings of shareholders and of the Board of Directors at which he is present, shall record all the proceedings of all such meetings in a book to be kept for that purpose, shall have supervision over the giving and service of notices of the Corporation, and shall have supervision over the care and custody of the records and seal of the Corporation. The Secretary shall be empowered to affix the corporate seal to documents, the execution of which on behalf of the Corporation under its seal is duly authorized, and when so affixed may attest the same. The Secretary shall have all powers and duties usually incident to the office of Secretary, except as specifically limited by a resolution of the Board of Directors. The Secretary shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.8. Treasurer. The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Corporation and shall cause the funds of the Corporation to be deposited in the name of the Corporation in such banks or other depositaries as the Board of Directors may designate. The Treasurer shall have supervision over the care and safekeeping of the securities of the Corporation. The Treasurer shall be the chief accounting officer of the Corporation and shall have supervision over the maintenance and custody of the accounting operations of the Corporation, including the keeping of accurate accounts of all receipts and disbursements and all other financial transactions. The

Treasurer shall have all powers and duties usually incident to the office of Treasurer, except as specifically limited by a resolution of the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.9. Bond. The Board of Directors shall have power, to the extent permitted by law, to require any officer, agent or employee of the Corporation to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board of Directors may determine.

ARTICLE V

CAPITAL STOCK

Section 5.1. Issuance of Certificates of Stock. Subject to any restrictions in the Articles of Incorporation, shares may be issued for such consideration as shall be authorized by the Board of Directors establishing a price (in money or other consideration) or a minimum price or general formula or method by which the price will be determined. Upon authorization by the Board of Directors, the Corporation may issue its own shares in exchange for or in conversion of its outstanding shares, or distribute its own shares, pro rata to its shareholders or the shareholders of one or more classes or series, to effectuate stock dividends or splits, and any such transaction shall not require consideration; provided, that no such issuance of shares of any class or series shell be made to the holders of shares of any other class or series unless it is either expressly provided for in the Articles of Incorporation, or is authorized by an affirmative vote or written consent of the holders of at least a majority of the outstanding shares of the class or series in which the distribution is to be made. No certificate shall be issued for any share until the consideration established for its issuance is fully paid. Each shareholder of the Corporation shall

be entitled to a certificate or certificates in such form as shall be approved by the Board of Directors, but every certificate shall state on its face that the Corporation is organized under the laws of the State of New Mexico, the name of the person to whom issued, and the number and class of shares, and the designation of the series, if any, which the certificate represents.

Section 5.2. Signatures on Stock Certificates. Certificates for shares of capital stock of the Corporation shall be signed by the Chairman or Vice Chairman of the Board or the President or a Vice President and by the Secretary or Assistant Secretary, the Treasurer or Assistant Treasurer, and may be sealed with the Seal of the Corporation or a facsimile thereof. Any of or all the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such signer were such officer at the date of issue.

Section 5.3. Stock Transfer Book. A record of all certificates for capital stock issued by the Corporation shall be kept by the Secretary or any other officer or employee of the Corporation designated by the Secretary or by any transfer clerk or transfer agent. Such record shall show the name and address of the person, firm or corporation in which certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate, and in case of certificates which have been cancelled the dates of cancellation thereof.

The Corporation shall be entitled to treat the holder of record of shares of capital stock as shown on the stock transfer book as the owner thereof and as the person entitled to receive dividends thereon, to vote such shares and to receive notice of meetings, and for all other

purposes. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any share of capital stock on the part of any other person whether or not the Corporation shall have express or other notice thereof.

Section 5.4. Regulations Relating to Transfer. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with law, the Articles of Incorporation or these Bylaws, concerning issuance, transfer and registration of certificates for shares of capital stock of the Corporation. The Board of Directors may appoint, or authorize any principal officer to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars and may require all certificates for capital stock to bear the signature or signatures of any of them.

Section 5.6. Cancellation. Each certificate for capital stock surrendered to the Corporation for exchange or transfer shall be cancelled and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been cancelled.

Section 5.7. Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the

Corporation may provide that the stock transfer books shall be closed for a stated period not to exceed fifty days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, the books shall be closed for at least ten days immediately preceding the meeting. In lieu of closing the stock transfer books, the Bylaws, or in the absence of an applicable Bylaw, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, the date to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholder has been made as provided in this section, the determination shall apply to any adjournment thereof.

ARTICLE VI

INDEMNIFICATION

Section 6.1. Indemnification. The Corporation shall, to the full extent permitted by applicable law or as limited by the Articles of Incorporation, indemnify any person made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that person is or was a Director, officer, employee or agent of the Corporation.

The indemnification authorized by applicable law shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these Bylaws, an agreement, a resolution of shareholders or directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Any indemnification of a Director in accordance with applicable law, if arising out of a proceeding by or in the right of the Corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders’ meeting.

Section 6.2. Indemnification Insurance. The Corporation shall have power to purchase and maintain insurance or furnish similar protection, including but not limited to providing a trust fund, a letter of credit or self-insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation or who, while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another foreign or domestic corporation or nonprofit corporation, cooperative, partnership, joint venture, trust, other incorporated or unincorporated enterprise or employee benefit plan or trust, against any liability asserted against and incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the Corporation would have the power to indemnify the person against such liability under the provisions of applicable law.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Corporate Seal. The Corporation has the power to have a corporate seal which may be altered at pleasure, and to use the seal by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced, but failure to have or affix the corporate seal does not affect the validity of any instrument, or any action taken in pursuance thereof or reliance thereon.

Section 7.2. Fiscal Year. The fiscal year of the Corporation shall be from first day of January to the 31st day of December, inclusive, in each year, or such other twelve consecutive months as the Board of Directors may designate.

Section 7.3. Waiver of Notice. Whenever any notice is required to be given to any shareholder or Director of the Corporation under any provision of law, the Articles of Incorporate, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when the Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.4. Execution of Instruments, Contracts, Etc.

(b) Except as otherwise provided by law, the Board of Directors, any committee given specific authority in the premises by the Board of Directors, or any committee

given authority to exercise generally the powers of the Board of Directors during the intervals between meetings of the Board of Directors, may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into or execute and deliver deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

ARTICLE VIII

AMENDMENTS

Section 8.1. Amendment of Bylaws. The power to alter, amend or repeal these Bylaws or adopt new Bylaws shall be vested in the Board of Directors unless reserved to the shareholders by the Articles of Incorporation.

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.89 85 dex389.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF NITTANY VALLEY, INC. Certificate of Incorporation of HealthSouth of Nittany Valley, Inc.

Exhibit 3.89

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF NITTANY VALLEY, INC.

1. The name of the corporation is HEALTHSOUTH of Nittany Valley, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

L. J. Vitalo

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ L. J. Vitalo

EX-3.90 86 dex390.htm BYLAWS OF HEALTHSOUTH OF NITTANY VALLEY, INC. Bylaws of Healthsouth of Nittany Valley, Inc.

Exhibit 3.90

HEALTHSOUTH OF NITTANY VALLEY, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.91 87 dex391.htm REPORT OF LIMITED PARTNERSHIP OF HEALTHSOUTH OF OHIO LIMITED PARTNERSHIP Report of Limited Partnership of HealthSouth of Ohio limited Partnership

Exhibit 3.91

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH of Ohio Limited Partnership, a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 23, 1996.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

The Corporation Company

60 Commerce Street

Suite 1100

Montgomery, Alabama 36104

Sworn to this 23rd day of December, 1996, at Birmingham, Alabama.


HEALTHSOUTH PROPERTIES CORPORATION, its General Partner

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

CHANGES FOR: HEALTHSOUTH of Ohio Limited Partnership

(name of entity)

1.	Name of Entity HEALTHSOUTH of Ohio Limited Partnership

2.	State & County of Formation Alabama, Jefferson County Date of Formation 12/26/1996

3.	The name of the registered agent is: The Corporation Company

4.	Please change the registered address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to: 2000 Interstate Park Drive, Suite 204, Montgomery AL 36109

5.	Please change the principal address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to: 2000 Interstate Park Drive, Suite 204, Montgomery AL 36109

6.	Please make the following changes other than above: None


DATE: 2/2/99	SIGNATURE:	/s/ Richard E. Botts
		Richard E. Botts
		(Please print/type name)
		SR. VICE PRESIDENT
		(Your title)

EX-3.92 88 dex392.htm AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF HEALTHSOUTH OF OHIO LP Agreement and Certificate of Limited Partnership of HealthSouth of Ohio LP

Exhibit 3.92

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Ohio Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Ohio Limited Partnership


		Page
Parties		1
Recitals		1

ARTICLE I

DEFINED TERMS

ARTICLE II

ORGANIZATION

2.1.	Formation	3
2.2.	Qualification	3
2.3.	Name	4
2.4.	Agent for Service of Process	4
2.5.	Principal Place of Business	4
2.6.	Prior Agreements of Limited Partnership	4

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1.	General Partner	4
5.2.	Limited Partner	5

ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.1.	Capital Contribution of the General Partner	5
6.2.	Capital Contribution of the Limited Partner	5


6.3.	Withdrawal of Capital Contributions	5
6.4.	Assessments	5
6.5.	No Interest on Capital	5
6.6.	Additional Working Capital	5

ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP

7.1.	No Compensation to General Partner as General Partner	6
7.2.	Reimbursement of Expenses Incurred by the Partners	6
7.3.	Organizational Expenses	6
7.4.	Fees and Other Payments Receivable by the Partners or their Affiliates	6

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

8.1.	Capital Accounts	6
8.2.	Allocation of Income or Loss: In General Income	6
8.3.	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	7
8.4.	Distribution of Sale Proceeds	7
8.5.	Consequences of Distributions	7
8.6.	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	7

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE

9.1.	Powers	8
9.2.	Independent Activities	9
9.3.	Duties	9
9.4.	Certain Limitations	9
9.5.	Net Worth of the General Partner	10
9.6.	Indemnification	10
9.7.	Succession as General Partner	10

ARTICLE X

STATUS OF LIMITED PARTNER

10.1.	No Participation in Management	10


10.2.	Limited Liability	11
10.3.	Investment Intent	11
10.4.	Unregistered Limited Partnership Interests	11
10.5.	Nature of Investment	11

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1.	Resignation of the General Partner	11
11.2.	Notice of Resignation	12
11.3.	Liability of the General Partner after Resignation	12

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

12.1.	Dissolution of the Partnership	12
12.2.	Winding Up of the Partnership	12

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.1.	Books of Account	13
13.2.	Financial Reports	13
13.3.	Fiscal Year	13
13.4.	Banking	13
13.5.	Tax Election	14
13.6.	Tax Returns	14

ARTICLE XIV

MISCELLANEOUS

14.1.	Notice	14
14.2.	Section Captions	14
14.3.	Severability	14
14.4.	Right to Rely Upon the Authority of the General Partner	14
14.5.	Governing Law	15
14.6.	Counterpart Execution	15
14.7.	Parties in Interest	15
14.8.	Construction of Pronouns	15
14.9.	Integrated Agreement	15

iii

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Ohio Limited Partnership

AGREEMENT, dated as of December 23, 1996, by and between HEALTHSOUTH Properties Corporation, a Delaware corporation (the “General Partner”), and HEALTHSOUTH Orthopedic Services, Inc., a Delaware corporation (the “Limited Partner”).

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation center; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Center means the outpatient rehabilitation center to be owned by the Partnership, together with all satellite locations thereof, which will do business under the name “HEALTHSOUTH Rehabilitation Center”, or any other name chosen by the General Partner with the consent of the Limited Partner, including the Partnership’s interest in the premises in which the Center is operated, all fixtures and equipment to be utilized in the operation of the Center, and all books, records, keys, supplies and other assets necessary for the operation of the Center.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 20%.

Limited Partnership Percentage means, in the aggregate, 80% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

Unit means an interest in the capital of the Partnership held by the Limited Partner, determined in accordance with the Capital Contribution of the Limited Partner. The authorized number of Units of the Partnership is 80 and each Unit represents a 1.0% interest in the Partnership, except as otherwise provided in Article VIII hereof.

ARTICLE II

ORGANIZATION

2.1. Formation. The parties hereto hereby form a limited partnership under and pursuant to the Act. As required by Sections 10-9A-20, 10-9A-21, 10-9A-23 and 10-9A-25 of the Act, the General Partner shall promptly cause this Certificate, and any amendments thereto, to be filed for record in the office of the Judge of Probate, Jefferson County, Alabama, and as otherwise required by law.

2.2. Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Ohio and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3. Name. The name of the Partnership is “HEALTHSOUTH of Ohio Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

2.4. Agent for Service of Process. The Partnership’s agent for service of process in the State of Alabama is HEALTHSOUTH Corporation, Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243, Attention: Legal Services Department. The Partnership’s agent for service of process in the State of Alabama shall be The Corporation Company, 60 Commerce Street, Suite 1100, Montgomery, Alabama 36104.

2.5. Principal Place of Business. The principal place of business of the Partnership shall be located at Two Perimeter Park South, Birmingham, Alabama 35243, or at such other places as the General Partner may from time to time designate by written notice to the Limited Partner. The General Partner may establish such other places of business of the Partnership in addition to the Partnership’s principal place of business when and where required by the Partnership’s business and shall give prompt written notice thereof to the Limited Partner.

2.6. Prior Agreements of Limited Partnership. All prior agreements of limited partnership of the Partnership are hereby amended and restated by this Agreement, which supersedes all such prior agreements in their entirety.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1. General Partner. HEALTHSOUTH Properties Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2. Limited Partner. HEALTHSOUTH Orthopedic Services, Inc., a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND

ADDITIONAL WORKING CAPITAL

6.1. Capital Contribution of the General Partner. The General Partner shall contribute a total of $1,000 to the capital of the Partnership upon the formation of the Partnership. In exchange for such Capital Contribution, the General Partner shall receive the General Partnership Interest and General Partnership Percentage.

6.2. Capital Contribution of the Limited Partner. The Limited Partner shall contribute the assets formerly utilized by those entities identified on Appendix B hereto in their operations. In exchange for such Capital Contribution, the Limited Partner shall receive 80 Units.

6.3. Withdrawal of Capital Contributions. No Partner shall have the right to withdraw or reduce its Capital Contribution. No Partner shall have the right to demand property other than cash in return for its Capital Contribution.

6.4. Assessments. The Limited Partner will not be subject to assessments for contributions to the capital of the Partnership in excess of the Capital Contribution required by Section 6.2 of this Agreement.

6.5. No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

6.6. Additional Working Capital. The General Partner shall arrange for working capital loans to the Partnership as the effective operation of the Partnership, as contemplated by Article III hereof, may require. Any such loans may be evidenced by promissory notes containing terms, interest rates, maturities and security as the General Partner, in its sole discretion, shall determine; provided, however, that the General Partner shall use its best efforts to arrange for such loans on the most advantageous terms reasonably determined by the General Partner to be available to the Partnership. The General Partner may pledge or grant security interests in any and all of the Partnership’s assets as security for any indebtedness of the Partnership (i) to the extent required under the terms of the General Partner’s principal credit agreement, as in existence from time to time, or (ii) to the extent otherwise consented to by the Limited Partner.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER;

EXPENSES OF THE PARTNERSHIP

7.1. No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.2. Reimbursement of Expenses Incurred by the Partners. Each Partner may charge the Partnership for all direct costs and expenses reasonably incurred by it in connection with the Partnership’s business.

7.3. Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

7.4. Fees and Other Payments Receivable by the Partners or their Affiliates. The Partners or their Affiliates may receive from the Partnership, on the terms and conditions hereinafter set forth, certain rentals, fees and revenues, which shall be in addition to the interest of the Partners in the net income and loss, Available Cash Flow and Sale Proceeds of the Partnership. Each Partner, by execution of this Agreement, hereby approves, consents to and ratifies all the arrangements pursuant to which the fees, rentals and revenues described below are to be paid. Each Partner expressly acknowledges and agrees that the duties enumerated hereinafter are not duties that are obligations of the other Partner in its capacity as a Partner, but rather are solely contractual obligations of such other Partner or its Affiliates undertaken pursuant to separate contracts with the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS;

DISTRIBUTIONS

8.1. Capital Accounts. Each Partner shall have a capital account to which such Partner’s Capital Contribution shall be credited, which capital account shall be maintained in the manner provided in United States Treasury Regulations § 1.704-1(b)(2)(iv), as amended from time to time. Each Partner’s share of the income or loss of the Partnership shall be credited or charged at least annually to such Partner’s capital account. All distributions to a Partner shall be charged to such Partner’s capital account. If property other than cash is distributed by the Partnership, the capital accounts of the Partners shall be adjusted to reflect how much gain or loss would have been allocated to the respective Partners if the property had been sold at the value or values assigned thereto for purposes of making the distribution. No interest shall be payable on the capital accounts of the Partners.

percentage of all amounts of income, gain, loss or deduction for the year determined pursuant to regulations promulgated under the Code, subject to the provisions of this Article VIII. 8.3. Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow. (a) The General Partner shall cause all amounts of income, gain, loss or deduction of the Partnership to be allocated 20% to the General Partner and 80% to the Limited Partner.

8.4. Distribution of Sale Proceeds. The General Partner shall distribute an amount of the Sale Proceeds to the General Partner determined by multiplying the General Partnership Percentage by the amount of the Sale Proceeds, and the remaining Sale Proceeds, equal to the Limited Partnership Percentage, to the Limited Partner at the time of the distribution; provided, however, that to the extent that any amount of a cash distribution to any Partner would create or increase a deficit in the capital account of such Partner, such amount shall not be distributed to such Partner but shall be distributed to the other Partner in proportion to the amounts distributed to such other Partner without regard to this proviso. Such distribution shall be made as soon after the receipt by the Partnership of such Sale Proceeds as the General Partner deems practicable.

8.5. Consequences of Distributions. Upon the determination to distribute funds in any manner expressly provided in this Article VIII, made in good faith, the General Partner shall incur no liability on account of such distribution, even though such distribution may have resulted in the Partnership retaining insufficient funds for the operation of its business, which insufficiency resulted in loss to the Partnership or necessitated the borrowing of funds by the Partnership.

8.6. Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership. If one or more Units are transferred during any fiscal year of the Partnership, the Net Income or net loss attributable to such Unit or Units for such fiscal year shall be divided and allocated between the transferor and the transferee based on the time each such party was, according to the books and records of the Partnership, the owner of record of the Unit or Units transferred during the year in which the transfer occurs. Distributions of Partnership assets in respect of Units shall be made only to persons who, according to the books and records of the Partnership, are the owners of such Units on a date selected by the General Partner. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence unless the General Partner or the Partnership has actual knowledge or notice of any transfer of ownership of any Unit or Units.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTEE

9.1. Powers. Subject to the provisions of Sections 9.4 and 9.5 below, the management and control of the Partnership and its business and affairs shall rest exclusively with the General Partner, which shall have all the rights and powers which may be possessed by a general partner pursuant to Alabama law, and such additional rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of its duties under this Agreement. The General Partner shall be the “tax matters partner” of the Partnership within the meaning of such term under the Code. Without limiting the generality of the foregoing, the General Partner may, at the cost, expense and risk of the Partnership:

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

9.2. Independent Activities. The Partnership shall be considered to be an entity and business wholly separate, for all purposes, from the business and affairs of the Partners, it being understood that the only obligations undertaken by the Partners are those expressly provided in this Agreement and those which are inherent in the role of a partner of a limited partnership. Each Partner may engage in whatever activities it chooses, whether or not the same be competitive with the Partnership, without having or incurring any obligation to offer any interest in such activities to the Partnership or any party hereto, and as a material part of the consideration for each Partner’s execution hereof, the other Partner hereby waives, relinquishes and renounces any such right or claim of participation.

9.3. Duties. The General Partner shall manage and control the Partnership and its business and affairs to the best of its ability and shall use its best efforts to carry out the business of the Partnership. The General Partner shall devote itself to the business of the Partnership to the extent that it, in its discretion, deems necessary for the efficient carrying on thereof. The General Partner shall act as a fiduciary with respect to the safekeeping and use of the funds and assets of the Partnership.

9.4. Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

9.5. Net Worth of the General Partner. The General Partner shall have and maintain at all times during which it is the general partner of the Partnership a net worth which is sufficient to conduct the business of the Partnership in a prudent manner and to comply with any requirements of the Code or the regulations thereunder or interpretations by the Internal Revenue Service thereof necessary to avoid the taxation of the Partnership as an association taxable as a corporation.

9.6. Indemnification. Neither the General Partner nor any of its Affiliates, officers, directors, employees or agents shall be liable to the Partnership or the Limited Partner for any action or inaction of the General Partner in connection with the business or affairs of the Partnership, so long as the person against whom liability is asserted acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership. The General Partner and its Affiliates, officers, directors, employees and agents shall be indemnified and held harmless by the Partnership for any claim, liability, damage, loss, or other expense (including, without limitation, investigating and defending any claims and lawsuits and settlement thereof, and legal and accounting costs in connection therewith) incurred by them solely by virtue of the performance by any of them of the duties of the General Partner acting as general partner in connection with the Partnership’s business, so long as such indemnified person acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership; provided that such indemnification or agreement to hold harmless shall be recoverable only out of assets of the Partnership and not from the Limited Partner.

9.7. Succession as General Partner. The General Partner may not assign its General Partnership Interest, in whole or in part, to any subsidiary or other Affiliate of the General Partner, or to any other Person, without the prior written consent of the Limited Partner. Any corporation into which the General Partner may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the General Partner shall be a party (a “Successor Corporation”), shall be the successor of the General Partner hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that subject to applicable securities and similar laws, the General Partner shall timely notify the Limited Partner in writing of any such prospective merger or consolidation and that the General Partner shall require any such Successor Corporation to expressly accept, in writing, all terms and conditions contained in this Agreement and the Management Agreement. In any such event, the General Partner shall amend the Certificate within 60 days after such succession.

ARTICLE X

STATUS OF LIMITED PARTNER

10.1. No Participation in Management. The Limited Partner shall not take part in the management of the business of the Partnership, transact any business for the Partnership,

10.2. Limited Liability. The Limited Partner shall not have any personal or corporate liability whatsoever, whether to the Partnership, to the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses beyond the amount committed by it to the capital of the Partnership, as set forth in Section 6.2, and its share of undistributed profits.

10.3. Investment Intent. The Limited Partner represents and warrants to the Partnership and to the General Partner that it has acquired its Units and interest in the Partnership for investment solely for its own account with the intention of holding such Units and interest for investment, without any intention of participating directly or indirectly in any distribution of any portion of such Units or interest, and without the financial participation of any other person in acquiring its Units or interest in the Partnership.

10.4. Unregistered Limited Partnership Interests. The Limited Partner acknowledges that it is aware that its Units and interest in the Partnership have not been registered under the United States Securities Act of 1933, or under any state securities laws. The Limited Partner further acknowledges that its representations and warranties contained in this Agreement are being relied upon by the Partnership and by the General Partner as the basis for the exemption of the Limited Partners’ Units and interests in the Partnership from the registration requirements of applicable securities laws. The Limited Partner further acknowledges that the Partnership will not recognize, and has no obligation to recognize, any sale, transfer or assignment of all or any part of its Units or interest in the Partnership to any person unless and until the prior written consent of the General Partner to such sale, transfer or assignment has been obtained.

10.5. Nature of Investment. The Limited Partner acknowledges that prior to its execution of this Agreement, it received a copy of this Agreement and such other documents relating to the Partnership, the General Partner and the proposed activities of the Partnership as it deems relevant to its investment in the Partnership and that it has examined such documents or caused such documents to be examined by its attorney and financial advisers. The Limited Partner acknowledges that it understands that the purchase of its interest in the Partnership is a speculative investment involving a high degree of risk and represents that it has a net worth sufficient to bear the economic risk of its investment in the Partnership and to justify its investing in a highly speculative venture such as the Partnership.

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1. Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.2. Notice of Resignation. Written notice of the resignation of the General Partner shall be given by the General Partner to the Limited Partner. Such notice shall set forth the day upon which the resignation is to become effective, which date shall not be less than 120 days after such notice is given to the parties being notified.

11.3. Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.3 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP

OF THE PARTNERSHIP

12.1. Dissolution of the Partnership. The Partnership may be dissolved at any time by mutual written consent of the Partners. In addition, the Partnership shall be dissolved upon (a) the resignation of the General Partner, (b) the final judgment by a court having jurisdiction over the General Partner adjudicating the General Partner to be bankrupt, or (c) the expiration of the term of the Partnership. In no event shall the dissolution or bankruptcy of the Limited Partner result in the dissolution of the Partnership.

12.2. Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided under Alabama law; provided, however, that after payment of all Partnership debts, obligations and liabilities, there shall be distributed to each Partner the balance in its capital account, and the remaining assets of the Partnership, if any, shall be distributed in the manner provided for Sale Proceeds in Section 8.4 hereof; provided, however, that all such distributions to Partners with positive capital accounts shall be in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(2), as amended from time to time, and any Partner with a negative capital account shall be required to restore such capital account in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(3), as amended from time to time. For purposes of this Section 12.2 only, the term “Partner” shall include the General Partner notwithstanding its resignation (if such resignation has occurred).

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR, BANKING AND TAX ELECTION

13.1. Books of Account. The Partnership’s books and records (including the current name and address of the Limited Partner) and an executed copy of this Agreement, as currently in effect, shall be maintained at the principal office of the General Partner and each Partner shall have access thereto at all reasonable times. The books and records shall be kept by the General Partner using an appropriate method of accounting consistently applied and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership’s business. The General Partner shall also keep adequate federal income tax records using an appropriate method of accounting on a basis consistently applied. The Limited Partner hereby designates the General Partner to maintain the list required under Section 6112 of the Code and agrees to submit to the General Partner the name, address and social security or taxpayer identification number of a transferee of the Limited Partner and the date of transfer of the Unit or Units so transferred.

13.2. Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

13.3. Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

13.4. Banking. All funds of the partnership shall be initially deposited in a separate bank account or accounts or in an account or accounts of a savings and loan association as shall be determined by the General Partner, but such funds may be invested as provided in Section 9.1(h) of this Agreement.

13.5. Tax Election. Upon the transfer of an interest in the Partnership or in the event of a distribution of the Partnership’s property, the Partnership may elect, but is not required to elect, pursuant to Section 754 of the Code to adjust the basis of the Partnership’s property as allowed by Sections 734(b) and 743(b) thereof. The General Partner shall have the sole authority and discretion to make such an election. There shall be no requirement that the General Partner make such an election.

13.6. Tax Returns. The General Partner shall, for each fiscal year, file on behalf of the Partnership with the Internal Revenue Service a partnership return within the time prescribed by law (including any extensions) for such filing. The General Partner shall also file on behalf of the Partnership such state and/or local income tax returns as may be required by law.

ARTICLE XIV

MISCELLANEOUS

14.1. Notice. Except as otherwise specifically provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be duly given if delivered in writing personally to the person to whom it is directed, or if sent by United States certified mail return receipt requested or overnight express, as follows: if to the General Partner, at its address set forth in Section 5.1 of this Agreement or to such other address as the General Partner may from time to time specify by written notice to the Limited Partner pursuant to this Section 14.1, and if to the Limited Partner, at the Limited Partner’s address set forth in Appendix A hereto, or to such other address as the Limited Partner may from time to time specify by written notice to the General Partner and all other Partners pursuant to this Section 14.1. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or as of the date on which the same was received, or in the event delivery is refused, the date such was deposited in the United States mail or with the overnight express company, postage prepaid, addressed and sent as aforesaid.

14.2. Section Captions. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

14.3. Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

14.5. Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6. Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7. Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

14.8. Construction of Pronouns. The feminine or neuter of the words “he”, “his” and “him” used herein shall be automatically deemed to have been substituted for such words where appropriate to the particular Limited Partner executing this Agreement.

14.9. Integrated Agreement. This instrument contains the entire agreement of the parties and supersedes any and all prior agreements between the parties, written or oral, with respect to the transactions contemplated hereby. It may not be changed or terminated orally, but may only be changed by an agreement in writing signed by the party or parties against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH PROPERTIES CORPORATION

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

LIMITED PARTNER:

HEALTHSOUTH ORTHOPEDIC SERVICES, INC.

By		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Ohio Limited Partnership

GENERAL PARTNER

Name

Mailing Address

General

Partnership

Interest

HEALTHSOUTH Properties Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

20%

LIMITED PARTNER

Name

Mailing Address

Number

of Units

Social

Security or

Taxpayer

Identification

Number

HEALTHSOUTH Orthopedic Services, Inc.

Two Perimeter Park South

Birmingham, Alabama 35243

20%

APPENDIX B

to the

AGREEMENT AND CERTIFICATE OF LIMED PARTNERSHIP

HEALTHSOUTH of Ohio Limited Partnership

List of Assets Contributed by the Limited Partner

Dublin Physical Therapy, Inc.

Associated Therapy Services, Inc.

All Ohio assets of HEALTHSOUTH Orthopedic Services, Inc.

EX-3.93 89 dex393.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF PITTSBURGH, INC. Certificate of Incorporation of HealthSouth of Pittsburgh, Inc.

Exhibit 3.93

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF PITTSBURGH, INC.

1. The name of the corporation is HEALTHSOUTH of Pittsburgh, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

L. J. Vitalo

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ L. J. Vitalo

EX-3.94 90 dex394.htm BYLAWS OF HEALTHSOUTH OF PITTSBURGH, INC. Bylaws of Healthsouth of Pittsburgh, Inc.

Exhibit 3.94

HEALTHSOUTH OF PITTSBURGH, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.95 91 dex395.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF READING, INC. Certificate of Incorporation of HealthSouth of Reading, Inc.

Exhibit 3.95

CERTIFICATE OF INCORPORATION

HEALTHSOUTH of Reading, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH of Reading, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

C. Drew Demaray

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Aaron Beam, Jr.

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Anthony J. Tanner

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

The undersigned, being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate and does hereby declare and certify that the facts stated herein are true, und accordingly does hereunto sign this Certificate of Incorporation this 13th day of August, 1997.

/s/ C. Drew Demaray

C. Drew Demaray

EX-3.96 92 dex396.htm BYLAWS OF HEALTHSOUTH OF READING, INC. Bylaws of Healthsouth of Reading, Inc.

Exhibit 3.96

BY-LAWS

HEALTHSOUTH OF READING, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH OF READING, INC.


		Page
	ARTICLE I

	OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

	ARTICLE II

	MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

	ARTICLE III

	BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

	ARTICLE IV

	OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4,11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

	ARTICLE V

	CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

	ARTICLE VI

	INDEMNIFICATION

Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18


	ARTICLE VII

	MISCELLANEOUS PROVISIONS
Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc.	19

	ARTICLE VIII

	AMENDMENTS

Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH OF READING, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH of Reading, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

EX-3.97 93 dex397.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF SAN ANTONIO, INC. Certificate of Incorporation of HealthSouth of San Antonio, Inc.

Exhibit 3.97

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF SAN ANTONIO, INC.

1. The name of the corporation is HEALTHSOUTH of San Antonio, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

L. J. Vitalo

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

7. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (id) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ L. J. Vitalo

EX-3.98 94 dex398.htm BYLAWS OF HEALTHSOUTH OF SAN ANTONIO, INC. Bylaws of Healthsouth of San Antonio, Inc.

Exhibit 3.98

HEALTHSOUTH OF SAN ANTONIO, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.99 95 dex399.htm REPORT OF A LIMITED PARTNERSHIP OF HEALTHSOUTH OF SARASOTA LIMITED PARTNERSHIP Report of a Limited Partnership of HealthSouth of Sarasota Limited Partnership

Exhibit 3.99

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH of Sarasota Limited Partnership, a limited Partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 29, 1994.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

Haskell Slaughter Young & Johnston,

Professional Association

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

Sworn to this 29^th day of December, 1994, at Birmingham, Alabama.


HEALTHSOUTH of Sarasota Limited Partnership
by its general partner HEALTHSOUTH Real Property Holding Corporation

By:		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Vice President

By: HEALTHSOUTH Rehabilitation Corporation its limited partner

By:		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Executive Vice President

CHANGES FOR: HEALTHSOUTH OF Sarasota Limited Partnership

(name of entity)

1.	Name of Entity HEALTHSOUTH of Sarasota Limited Partnership

2.	State & County of Formation: Alabama, Jefferson County Date of Formation: December 29, 1994

3.	The name of the registered agent is: Haskell, Slaughter, Young and Johnston

to: THE CORPORATION COMPANY

4.	Please change the registered address from: 200 AmSouth Harbert Plaza, 19001 6th Avenue, Birmingham, AL 35203

to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

5.	Please change the principal address from:

to:

6.	Please make the following changes other than above:


DATE: June 16, 1998	SIGNATURE:	/s/ William W. Horton
		HEALTHSOUTH Real Property Holding Corp, Its General Partner
		(Please Print/Type Name)

		William W. Horton, Vice President
		(Your Title)

EX-3.100 96 dex3100.htm AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF HEALTHSOUTH OF SARASOTA Agreement and Certificate of Limited Partnership of HealthSouth of Sarasota

Exhibit 3.100

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Sarasota

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Sarasota

Limited Partnership


		Page
Parties		1
Recitals		1

	ARTICLE I

	DEFINED TERMS

		1

	ARTICLE II

	ORGANIZATION

2.1	Formation	3
2.2	Qualification	3
2.3	Name	4
2.4	Agent for Service of Process	4
2.5	Principal Place of Business	4
2.6	Prior Agreements of Limited Partnership	4

	ARTICLE III

	PURPOSE

		4

	ARTICLE IV

	TERM

		4

	ARTICLE V

	NAMES AND ADDRESSES OF PARTNERS

5.1	General Partner	5
5.2	Limited Partner	5


	ARTICLE VI

	CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.1	Capital Contribution of the General Partner	5
6.2	Capital Contribution of the Limited Partner	5
6.3	Withdrawal of Capital Contributions	5
6.4	Assessments	5
6.5	No Interest on Capital	5
6.6	Additional Working Capital	5

	ARTICLE VII

	COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP

7.1	No Compensation to General Partner as General Partner	6
7.2	Reimbursement of Expenses Incurred by the Partners	6
7.3	Organizational Expenses	6
7.4	Fees and Other Payments Receivable by the Partners or their Affiliates	6

	ARTICLE VIII

	ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

8.1	Capital Accounts	6
8.2	Allocation of Income or Loss: In General	7
8.3	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	7
8.4	Distribution of Sale Proceeds	7
8.5	Consequences of Distributions	7
8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	7

	ARTICLE IX

	RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE

9.1	Powers	8
9.2	Independent Activities	9
9.3	Duties	9
9.4	Certain Limitations	9
9.5	Net Worth of the General Partner	10


9.6	Indemnification	10
9.7	Succession as General Partner	10

	ARTICLE X

	STATUS OF LIMITED PARTNER

10.1	No Participation in Management	11
10.2	Limited Liability	11
10.3	Investment Intent	11
10.4	Unregistered Limited Partnership Interests	11
10.5	Nature of Investment	11

	ARTICLE XI

	RESIGNATION OF THE GENERAL PARTNER

11.1	Resignation of the General Partner	12
11.2	Notice of Resignation	12
11.3	Liability of the General Partner after Resignation	12

	ARTICLE XII

	DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

12.1	Dissolution of the Partnership	12
12.2	Winding Up of the Partnership	12

	ARTICLE XIII

	BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.1	Books of Account	13
13.2	Financial Reports	13
13.3	Fiscal Year	14
13.4	Banking	14
13.5	Tax Election	14
13.6	Tax Returns	14

	ARTICLE XIV

	MISCELLANEOUS

14.1	Notice	14
14.2	Section Captions	15
14.3	Severability	15

iii


14.4	Right to Rely Upon the Authority of the General Partner	15
14.5	Governing Law	15
14.6	Counterpart Execution	15
14.7	Parties in Interest	15
14.8	Construction of Pronouns	15
14.9	Integrated Agreement	15

Signatures		16

Appendix A

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Sarasota

Limited Partnership

W I T N E S S E T H:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to

transact business as a foreign limited partnership in the State of Florida and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH of Sarasota Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

2.4 Agent for Service of Process. The Partnership’s agent for service of process in the State of Alabama is HEALTHSOUTH Rehabilitation Corporation, Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243, Attention: Legal Services Department. The Partnership’s agent for service of process in the State of Florida shall be CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.2 Limited Partner. HEALTHSOUTH Rehabilitation Corporation, a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND

ADDITIONAL WORKING CAPITAL

6.2 Capital Contribution of the Limited Partner. The Limited Partner shall contribute the assets formerly utilized by HEALTHSOUTH of Sarasota, Inc. in its operations. In exchange for such Capital Contribution, the Limited Partner shall receive 99 Units.

6.4 Assessments. The Limited. Partner will not be subject to assessments for contributions to the capital of the Partnership in excess of the Capital Contribution required by Section 6.2 of this Agreement.

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER;

EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND

LOSS; DISTRIBUTIONS

8.2 Allocation of Income or Loss: In General. Income and loss of the Partner-ship shall be determined in accordance with the rules for determining federal taxable income and loss. With respect to each fiscal year the General Partner shall be allocated the percent-age of all amounts of income, gain, loss or deduction for the year determined pursuant to regulations promulgated under the Code, subject to the provisions of this Article VIII.

transferee based on the time each such party was, according to the books and records of the Partnership, the owner of record of the Unit or Units transferred during the year in which the transfer occurs. Distributions of Partnership assets in respect of Units shall be made only to persons who, according to the books and records of the Partnership, are the owners of such Units on a date selected by the General Partner. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence unless the General Partner or the Partnership has actual knowledge or notice of any transfer of ownership of any Unit or Units.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTEE

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

that the General Partner shall require any such Successor Corporation to expressly accept, in writing, all terms and conditions contained in this Agreement and the Management Agreement. In any such event, the General Partner shall amend the Certificate within 60 days after such succession.

ARTICLE X

STATUS OF LIMITED PARTNER

the Partnership as it deems relevant to its investment in the Partnership and that it has examined such documents or caused such documents to be examined by its attorney and financial advisers. The Limited Partner acknowledges that it understands that the purchase of its interest in the Partnership is a speculative investment involving a high degree of risk and represents that it has a net worth sufficient to bear the economic risk of its investment in the Partnership and to justify its investing in a highly speculative venture such as the Partnership.

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP

OF THE PARTNERSHIP

Partnership debts, obligations and liabilities, there shall be distributed to each Partner the balance in its capital account, and the remaining assets of the Partnership, if any, shall be distributed in the manner provided for Sale Proceeds in Section 8.4 hereof; provided, however, that all such distributions to Partners with positive capital accounts shall be in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(2), as amended from time to time, and any Partner with a negative capital account shall be required to restore such capital account in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(3), as amended from time to time. For purposes of this Section 12.2 only, the term “Partner” shall include the General Partner notwithstanding its resignation (if such resignation has occurred).

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR, BANKING AND TAX ELECTION

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

statement of any transaction with the Partners or their respective Affiliates and of commissions, compensation and other benefits paid, or accrued to the Partners or their respective Affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER

HEALTHSOUTH Real Property Holding Corporation

By:		/s/ [unreadable]
Name:
Title:		Vice President

LIMITED PARTNER:

HEALTHSOUTH Rehabilitation Corporation

By:		/s/ [unreadable]
Name:
Title:		Executive Vice President

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Sarasota

Limited Partnership

GENERAL PARTNER


Name	Mailing Address	General Partnership Interest
HEALTHSOUTH Real Property Holding Corporation	Two Perimeter Park South	1	%
	Birmingham, Alabama 35243

LIMITED PARTNERS

EX-3.101 97 dex3101.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF SEWICKLEY, INC. Certificate of Incorporation of HealthSouth of Sewickley, Inc.

Exhibit 3.101

CERTIFICATE OF INCORPORATION

HEALTHSOUTH of Sewickley, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH of Sewickley, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

I. To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics, surgery centers, lithotripsy centers and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and outpatient surgery and related care, lithotripsy and related radiology care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

James P. Bennett

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Anthony J. Tanner

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243


/s/ [William W. Horton]
William W. Horton

EX-3.102 98 dex3102.htm BYLAWS OF HEALTHSOUTH OF SEWICKLEY, INC. Bylaws of Healthsouth of Sewickley, Inc.

BY-LAWS

HEALTHSOUTH OF SEWICKLEY, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH OF SEWICKLEY, INC.


		Page
	ARTICLE I

	OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

	ARTICLE II

	MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

	ARTICLE III

	BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

	ARTICLE IV

	OFFICERS
Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4,11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

	ARTICLE V

	CAPITAL STOCK
Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

	ARTICLE VI

	INDEMNIFICATION
Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18



	ARTICLE VII

	MISCELLANEOUS PROVISIONS
Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

	ARTICLE VIII

	AMENDMENTS
Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH OF SEWICKLEY, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH of Sewickley, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of June of each year, commencing with the year 2000, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

EX-3.103 99 dex3103.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF SOUTH CAROLINA, INC. Certificate of Incorporation of HealthSouth of South Carolina, Inc.

Exhibit 3.103

CERTIFICATE OF INCORPORATION

HEALTHSOUTH of South Carolina, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH of South Carolina, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted are:

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock of the par value of $.01 per share.

FIFTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton, Esq.

Haskell Slaughter & Young, P.A.

800 First National-Southern Natural Building

Birmingham, Alabama 35203

SEVENTH: The names and mailing addresses of the initial Board of Directors, to serve until their successors are elected and qualified pursuant to the General Corporation Law of Delaware and the Bylaws adopted by this Corporation are as follows:

Richard M. Scrushy

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243

Aaron Beam, Jr.

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243


/s/ William W. Horton
William W. Horton

EX-3.104 100 dex3104.htm BYLAWS OF HEALTHSOUTH OF SOUTH CAROLINA, INC. Bylaws of Healthsouth of South Carolina, Inc.

Exhibit 3.104

BY-LAWS

HEALTHSOUTH OF SOUTH CAROLINA, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH OF SOUTH CAROLINA, INC.


		Page
ARTICLE I

OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

ARTICLE III

BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

ARTICLE IV

OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4,11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

ARTICLE V

CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

ARTICLE VI

INDEMNIFICATION

Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18


ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

ARTICLE VIII

AMENDMENTS

Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH OF SOUTH CAROLINA, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH of South Carolina, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 1:45 P.M. Central Standard Time on the third Thursday of April of each year, commencing with the year 1988, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.105 101 dex3105.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF SPRING HILL, INC. Certificate of Incorporation of HealthSouth of Spring Hill, Inc.

Exhibit 3.105

CERTIFICATE OF INCORPORATION

HEALTHSOUTH of Spring Hill, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH of Spring Hill, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

I. To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics, surgery centers and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment an outpatient surgery and related care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including , without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

James P. Bennett

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Anthony J. Tanner

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

William W. Horton

EX-3.106 102 dex3106.htm BYLAWS OF HEALTHSOUTH OF SPRING HILL, INC. Bylaws of Healthsouth of Spring Hill, Inc.

Exhibit 3.106

BY-LAWS

HEALTHSOUTH OF SPRING HILL, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH OF SPRING HILL, INC.


		Page
ARTICLE I OFFICES
Section 1.1.	Location	1
Section 1.2.	Change of Location	1
ARTICLE II MEETINGS OF STOCKHOLDERS
Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4
ARTICLE III BOARD OF DIRECTORS
Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10
ARTICLE IV OFFICERS
Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4,11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14
ARTICLE V CAPITAL STOCK
Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16
ARTICLE VI INDEMNIFICATION
Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18


ARTICLE VII MISCELLANEOUS PROVISIONS
Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19
ARTICLE VIII AMENDMENTS
Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH OF SPRING HILL, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH of Spring Hill, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of March of each year, commencing with the year 2000, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

EX-3.107 103 dex3107.htm REPORT OF LIMITED PARTNERSHIP OF HEALTHSOUTH OF TALLAHASSEE LIMITED PARTNERSHIP Report of Limited Partnership of HealthSouth of Tallahassee Limited Partnership

Exhibit 3.107

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH of Tallahassee Limited Partnership, a Limited Partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 29, 1994.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the name and address of the agent for services of process is:

Haskell Slaughter Young & Johnston,

Professional Association

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

Sworn to this 29^th day of December, 1994, at Birmingham, Alabama.


HEALTHSOUTH of Tallahassee Limited Partnership, by its general partner HEALTHSOUTH Real Property Holding Corporation

By:		/s/ [Anthony J. Tanner]
		Anthony J. Tanner
		Vice President


By HEALTHSOUTH Rehabilitation Corporation
its limited partner

By:		/s/ [Anthony J. Tanner]
		Anthony J. Tanner
		Executive Vice President

STATE OF ALABAMA

CHANGES FOR: HEALTHSOUTH of Tallahassee Limited Partnership

(name of entity)

The following will serve to make changes to the original reports of applications of a LLC or LP as filed in the Office of the Secretary of State of Alabama. This form may be used to change the registered agent, registered address, principal address, members, or any information that is now different from the original report or application.

1:	Name of Entity HEALTHSOUTH of Tallahassee Limited Partnership

2:	State & County of Formation Alabama; Jefferson Date of Formation December 29, 1994

3:	Please change the registered agent from: Haskell, Slaughter, Young, and Johnston to: THE CORPORATION COMPANY.

4:	Please change the registered address from: 1200 Amsouth Harbert Plaza, 1901 6^th Avenue N. Birmingham, AL 35203 to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109.

5:	Please change the principal address from: to:

6:	Please make the following changes other than above:


Date: June 16, 1998	SIGNATURE:	/s/ [William W. Horton]

	HEALTHSOUTH Real Property Holding Corp., Its General Partner

		(Please Print/Type Name)
		William W. Horton, Vice President
		(Your Title)

EX-3.108 104 dex3108.htm AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF HEALTHSOUTH OF TALLAHASSEE Agreement and Certificate of Limited Partnership of HealthSouth of Tallahassee

Exhibit 3.108

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Tallahassee

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Tallahassee

Limited Partnership


		Page
Parties		1
Recitals		1

ARTICLE I

DEFINED TERMS

		1

ARTICLE II

ORGANIZATION

2.1.	Formation	3
2.2.	Qualification	3
2.3.	Name	4
2.4.	Agent for Service of Process	4
2.5.	Principal Place of Business	4
2.6.	Prior Agreements of Limited Partnership	4

ARTICLE III

PURPOSE

		4

ARTICLE IV

TERM

		4

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1.	General Partner	4
5.2.	Limited Partner	5


ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.1.	Capital Contribution of the General Partner	5
6.2.	Capital Contribution of the Limited Partner	5
6.3.	Withdrawal of Capital Contributions	5
6.4.	Assessments	5
6.5.	No Interest on Capital	5
6.6.	Additional Working Capital	5

ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF, TM PARTNERSHIP

7.1.	No Compensation to General Partner as General Partner	5
7.2.	Reimbursement of Expenses Incurred by the Partner	6
7.3.	Organizational Expenses	6
7.4.	Fees and Other Payments Receivable by the Partners or their Affiliates	6

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

8.1	Capital Accounts	6
8.2.	Allocation of Income or Loss: In General	6
8.3.	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	6
8.4.	Distribution of Sale Proceeds	7
8.5.	Consequences of Distributions	7
8.6.	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	7

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE

9.1.	Powers	7
9.2.	Independent Activities	9
9.3.	Duties	9
9.4.	Certain Limitations	9


9.5.	Net Worth of the General Partner	9
9.6.	Indemnification	10
9.7.	Succession as General Partner	10

ARTICLE X

STATUS OF LIMITED PARTNER

10.1.	No Participation in Management	10
10.2.	Limited Liability	10
10.3.	Investment Intent	11
10.4.	Unregistered Limited Partnership Interests	11
10.5.	Nature of Investment	11

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1.	Resignation of the General Partner	11
11.2.	Notice of Resignation	11
11.3.	Liability of the General Partner after Resignation	11

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

12.1	Dissolution of the Partnership	12
12.2.	Winding Up of the Partnership	12

ARTICLE XIII

BOORS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.1.	Books of Account
13.2.	Financial Reports	12
13.3.	Fiscal Year	13
13.4.	Banking	13
13.5.	Tax Election	13
13.6.	Tax Returns	13

ARTICLE XIV

MISCELLANEOUS

14.1.	Notice	14

iii


14.2.	Section Captions	14
14.3.	Severability	14
14.4.	Right to Rely Upon the Authority of the General Partner	14
14.5.	Governing Law	14
14.6.	Counterpart Execution	14
14.7.	Parties in Interest	14
14.8.	Construction of Pronouns	14
14.9.	Integrated .Agreement	15

Signatures		16

Appendix A

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH of Tallahassee

Limited Partnership

W I T N E S S E T H:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt aid sufficiency of which are hereby acknowledged, the parties to this Agreement of Limited Partnership do hereby agree as follows:

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership farmed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.1 Formation. The parties hereto hereby form a limited partnership under and pursuant to the Act. As required by Sections 10-9A-20, 10-9A-21, I0-9A-23 and 10-9A-25 of the Act, the General Partner shall promptly cause this Certificate, and any amendments thereto, to be filed for record in the office of the Judge of Probate, Jefferson County, Alabama, and as otherwise required by law.

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Florida and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH of Tallahassee Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

2.4 Agent for Service of Process. The Partnership’s agent for service of process in the State of Alabama is HEALTHSOUTH Rehabilitation Corporation, Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243, Attention: Legal Services Department. The Partnership’s agent for service of process in the State of Florida shall be CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.2 Limited Partner. HEALTHSOUTH Rehabilitation Corporation, a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.2 Capital Contribution of the Limited Partner. The Limited Partner shall contribute the assets formerly utilized by HEALTHSOUTH of Tallahassee, Inc. in its operations. In exchange for such Capital Contribution, the Limited Partner shall receive 99 Units.

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSFFIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

7.4 Fees and Other Payments Receivable by the Partners or their Affiliates. The Partners or their Affiliates may receive from the Partnership, on the terms and conditions hereinafter set forth, certain rentals, fees and revenues, which shall be in addition to the interest of the Partners in the net income and loss, Available Cash flow and Sale Proceeds of the Partnership. Each Partner, by execution of this Agreement, hereby approves, consents to and ratifies all the arrangements pursuant to which the fees, rentals and revenues described below are to be paid. Each Partner expressly acknowledges and agrees that the duties enumerated hereinafter are not duties that are obligations of the other Partner in its capacity as a Partner, but rather are solely contractual obligations of such other Partner or its Affiliates undertaken pursuant to separate contracts with the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

8.1 Capital Accounts. Each Partner shall have a capital account to which such Partner’s Capital Contribution shall be credited, which capital account shall be maintained in the manner provided in United States Treasury Regulations § 1.704-1(b)(2)(iv), as amended from time to time. Each Partner’s we of the income or loss of the Partnership shall be credited or charged at least annually to such Partner’s capital account. All distributions to a Partner shall be charged to such Partner’s capital account. If property other than cash is distributed by the Partnership, the capital accounts of the Partners shall be adjusted to reflect how much gain or loss would have been allocated to the respective Partners if the property had been sold at the value or values assigned thereto for purposes of making the distribution. No interest shall be payable on the capital accounts of the Partners.

(a) Except as otherwise provided in this Section 8.3, the General Partner shall distribute the Available Cash Flow of the Partnership in accordance with the allocations of

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTEE

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(g) subject to the provisions of Section 9.4(v) of this Agreement, sell or otherwise dispose of, under such terms and conditions as the General Partner deems advisable for the Partnership, or for any purpose convenient or beneficial. to the Partnership, any of the assets of the Partnership (other than the Real Property);

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

9.2 Independent Activities. The Partnership shall be considered to bean entity and business wholly separate, for all purposes, from the business and affairs of the Partners, it being understood that the only obligations undertaken by the Partners are those expressly provided in this Agreement and those which are inherent in the role of a partner of a limited partnership. Each Partner may engage in whatever activities it chooses, whether or not the same be competitive with the Partnership, without having or incurring any obligation to offer any interest in such activities to the Partnership or any party hereto, and as a material part of the consideration for each Partner’s execution hereof, the other Partner hereby waives, relinquishes and renounces any such right or claim of participation.

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

9.6 Indemnification. Neither the General Partner nor any of its Affiliates, officers, directors, employees or agents shall be liable to the Partnership or the Limited Partner for any action or inaction of the General Partner in connection with the business or affairs of the Partnership, so long as the person against whom liability is asserted acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership. The General Partner and its Affiliates, officers, directors, employees and agents shall be indemnified and held harmless by the Partnership for any claim, liability, damage, loss, or other expense (including, without limitation, investigating and defending any claims and lawsuits and settlement thereof, and legal and accounting costs in connection therewith) incurred by them solely by virtue of the performance by any of them of the duties of the General Partner acting as general partner in connection with the Partnership’s business, so long as such indemified person acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership; provided that such indemnification or agreement to hold harmless shall be recoverable only out of assets of the Partnership and not from the Limited Partner.

9.7 Succession as General Partner. The General Partner may not assign its General Partnership interest, in whole or in part, to any subsidiary or other Affiliate of the General Partner, or to any other Person, without the prior written consent of the Limited Partner. Any corporation into which the General Partner may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the General Partner shall be a party (a “Successor Corporation”), shall be the successor of the General Partner hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that subject to applicable securities and similar laws, the General Partner shall timely notify the Limited Partner in writing of any such prospective merger or consolidation and that the General Partner shall require any such Successor Corporation to expressly accept, in writing, all terms and conditions contained in this Agreement and the Management Agreement. In any such event, the General Partner shall amend the Certificate within 60 days after such succession.

ARTICLE X

STATUS OF LIMITED PARTNER

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with. the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP

OF THE PARTNERSHIP

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR, BANKING AND TAX ELECTION

13.1 Books of Account. The Partnership’s books and records (including the current name and address of the Limited Partner) and an executed copy of this Agreement, as currently in effect, shall be maintained at the principal office of the General Partner and each Partner shall have access thereto at all reasonable times. The books and records shall be kept by the General Partner using an appropriate method of accounting consistently applied and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership’s business. The General Partner shall also keep adequate federal income tax records using an appropriate method of accounting on a basis consistently applied The Limited Partner hereby designates the General Partner to maintain the list required under Section 6112 of the Code and agrees to submit to the General Partner the name, address and social security or taxpayer identification number of a transferee of the Limited Partner and the date of transfer of the Unit or Units so transferred.

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

14.5 Governing Law. The Jaws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH Real Property Holding Corporation

By		/s/ [unreadable]
		Its Vice President

LIMITED PARTNER:

HEALTHSOUTH Rehabilitation Corporation

By		/s/ [unreadable]
		Its Executive Vice President

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIM TED PARTNERSHIP

HEALTHSOUTH of Tallahassee

Limited Partnership

GENERAL PARTNER


Name	Mailing Address	General Partnership Interest
HEALTHSOUTH Real Property Holding Corporation	Two Perimeter Park South Birmingham, Alabama 35243	1%

LIMITED PARTNERS

Name

Mailing Address

Number of

Units

Social Security
or

Taxpayer
Identification
Number

HEALTHSOUTH Real
Rehabilitation Corporation

Two Perimeter Park South Birmingham, Alabama 35243

EX-3.109 105 dex3109.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF TEXARKANA, INC. Certificate of Incorporation of HealthSouth of Texarkana, Inc.

Exhibit 3.109

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF TEXARKANA, INC.

1. The name of the corporation is HEALTHSOUTH of Texarkana, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

M.A. Brzoska

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ M.A. Brzoska

EX-3.110 106 dex3110.htm BYLAWS OF HEALTHSOUTH OF TEXARKANA, INC. Bylaws of Healthsouth of Texarkana, Inc.

Exhibit 3.110

HEALTHSOUTH OF TEXARKANA, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.111 107 dex3111.htm ARTICLES OF INCORPORATION OF HEALTHSOUTH OF TEXAS, INC. Articles of Incorporation of HealthSouth of Texas, Inc.

Exhibit 3.111

ARTICLES OF INCORPORATION

SPECIALTY REHABILITATION CENTERS OF TEXAS, INC.

We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the Corporation is Specialty Rehabilitation Centers of Texas, Inc.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the Corporation is organized are:

(a)

(b)

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the Corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock of the par value of One Dollar ($1.00) per share.

ARTICLE FIVE

The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or property actually received, which sum is not less than One Thousand Dollars ($1,000).

ARTICLE SIX

The street address of its initial registered office is 1601 Elm Street, c/o CT Corporation System, Dallas, Texas 75201, and the name of its initial registered agent at such address is CT CORPORATION SYSTEM.

ARTICLE SEVEN

The number of directors of the Corporation may be fixed by the By-laws.

The number of directors constituting the initial board of directors is One (1), and the name and address of the person who is to serve as such director until the first annual meeting of the shareholders or until a successor is elected and qualified are:


Name		Address
Richard M. Scrushy		c/o AMCARE, Inc. One Perimeter Park South Birmingham, Alabama 35243

ARTICLE EIGHT

The names and addresses of the incorporators are:


Name		Address
J. Brooke Johnston, Jr.		800 First National-Southern Natural Building Birmingham, Alabama 35203

Beall D. Gary, Jr.		800 First National-Southern Natural Building Birmingham, Alabama 35203

C. Drew Demaray		800 First National-Southern Natural Building Birmingham, Alabama 35203

ARTICLE NINE

The Directors of the corporation shall have the power to sell any authorized but unissued stock of any class at any time and to any person as they deem advisable, and no shareholder shall be entitled, as of right, to subscribe to or purchase any of such additional shares of stock.

IN WITNESS WHEREOF, we have hereunto set our hands, this 3rd day of April, 1985.

- 2 -

/s/ [J. Brooke Johnston, Jr.]

J. Brooke Johnston, Jr.

/s/ [Beall D. Gary, Jr.]

Beall D. Gary, Jr.

/s/ [C. Drew Demaray]

C. Drew Demaray

- 3 -


STATE OF ALABAMA	)
	)	ss:
COUNTY OF JEFFERSON	)

I, Regina R. Whatley, a notary public do hereby certify that on this 3rd day of April, 1985, personally appeared before me, J. Brooke Johnston, Jr., Beall D. Gary, Jr. and C. Drew Demaray, who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.

/s/ [Regina R. Whatley]

Notary Public

(SEAL)

- 4 -

The State of Texas

Secretary of State

CERTIFICATE OF RESERVATION OF

CORPORATE NAME OF

HEALTHSOUTH OF TEXAS, INC.

THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES THAT THE ABOVE CORPORATE NAME HAS BEEN RESERVED IN THIS OFFICE FOR THE EXCLUSIVE USE OF

BETTYE S. COATES—SPECIALTY REHABILITATION+

FOR A PERIOD OF ONE HUNDRED TWENTY DAYS, PURSUANT TO THE PROVISIONS OF ARTICLE 2.06 OF THE TEXAS BUSINESS CORPORATION ACT.

THIS CORPORATE NAME RESERVATION DOES NOT AUTHORIZE THE USE OF A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW, THE ASSUMED BUSINESS OR PROFESSIONAL NAME ACT OR THE COMMON LAW.

DATED JAN. 27, 1988

/s/ [unreadable]

Secretary of State

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

SPECIALTY REHABILITATION CENTERS OF TEXAS, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE. The name of the corporation is Specialty Rehabilitation Centers of Texas, Inc.

ARTICLE TWO. The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the corporation on November 10, 1987.

Article One of the Articles of Incorporation is hereby amended so as to read as follows:

“ARTICLE ONE. The name of the Corporation is HEALTHSOUTH of Texas, Inc.”

The Articles of Incorporation are hereby amended by adding thereto a new Article reading as follows:

“ARTICLE TEN: A Director of the Corporation shall have no personal liability to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided however, that this ARTICLE TEN shall not eliminate or limit the liability of a director, except to the extent permitted by applicable law, (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders or members; (ii) for an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law; (iii) for a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; (iv) for an act or omission for which the liability of a director is expressly provided for by statute; or (v) for an act related to an unlawful stock repurchase or payment of a dividend. No amendment to, or repeal of, this ARTICLE TEN shall apply to, or have any effect on, the liability or alleged liability of any director for, or with respect to, any acts or omissions of such director occurring prior to amendment or repeal.

ARTICLE THREE. The number of shares of the corporation outstanding at the time of such adoption was 1,000; and the number of shares entitled to vote thereon was 1,000.

ARTICLE FOUR. The sole holder of all of the shares outstanding and entitled to vote on said amendment has signed a consent in writing adopting said amendment.

Dated January 20, 1988.


SPECIALTY REHABILITATION CENTERS OF TEXAS, INC.

By:		/s/ [Richard M. Scrushy]
		Richard M. Scrushy,
		Chairman of the Board, President and Chief Executive Officer

EX-3.112 108 dex3112.htm BYLAWS OF HEALTHSOUTH OF TEXAS, INC. Bylaws of Healthsouth of Texas, Inc.

Exhibit 3.112

Bylaws of

HEALTHSOUTH of Texas, Inc.

a Texas Corporation

BYLAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Dallas, Texas.

Section 2. The corporation may also have offices at such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in Birmingham, State of Alabama, at such place as may be fixed from time to time by the board of directors. Said meetings may also be held at such other place either within or without the State of Texas as shall be designated from time to time by the board of directors and stated in the notice of the meeting.

Section 2. Annual meetings of shareholders, commencing with the year 2007, shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 11:00 a.m. Central Time, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section I. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

In all elections for directors every shareholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 5. The corporation shall not be subject to the provisions of Article 21.365 of the Texas Business Organizations Code, including but not limited to the requirement of an affirmative vote of at least 2/3 of the outstanding shares of the corporation for approvals of “fundamental actions.”

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be three, or such other number as the Board shall determine consistent with Section 2.32 of the Texas Business Corporation Act. Directors need

not be residents of the State of Texas nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2. Any vacancy occurring in the board of directors may be filled by the shareholders at an annual or a special meeting or by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may also be filled by the board of directors for a term of office until the next election of directors by shareholders; provided no more than two directorships may be so filled during a period between any two successive annual meetings of shareholders.

Whenever the holders of any class or series of shares are entitled to elect one or more directors by the provisions of the articles of incorporation, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the articles of incorporation.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Texas, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors maybe held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on three days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Unless otherwise restricted by the articles of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing which shall set forth the action taken and be signed by all members of the board of directors or of the committee as the case may be.

ARTICLE VII

COMMITTEES OF DIRECTORS

revocation thereof, amending, altering, or repealing the by-laws of the corporation or adopting new by-laws for the corporation, filling vacancies in the board of directors or any committee, filling any directorship to be filled by reason of an increase in the number of directors, electing or removing officers or members of any committee, fixing the compensation of any member of a committee, or altering or repealing any resolution of the board of directors which by its terms provides that it shall not be so amendable or repealable; and, unless the resolution expressly so provides, no committee shall have the power or authority to declare a dividend or to authorize the issuance of shares of the corporation.

ARTICLE VIII

NOTICES

Section I. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section I. The officers of the corporation shall be chosen by the board of directors and shall be a president and a secretary. The board of directors may also elect or appoint such other officers, including assistant officers and agents as may be deemed necessary.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president and a secretary neither of whom need be a member of the board.

Section 3. The board of directors may also appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

THE VICE-PRESIDENTS

Section 8. The vice-president, if there is one, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, if there is one, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer, if there is one, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as maybe ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, if there is one, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates signed by the president and secretary or such other officers as may be elected or appointed, and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. When the corporation is authorized to issue shares of more than one class, every certificate shall also set forth upon the face or the back of such certificate a statement that there is set forth in the articles of incorporation on file in the office of the Secretary of State a full statement of all the designations, preferences, limitations and relative rights, including voting rights, of the shares of each class authorized to be issued and the corporation will furnish a copy of such statement to the record holder of the certificate without charge on written request to the corporation at its principal place of business or registered office. Every certificate shall have noted thereon any information required to be set forth by the Texas Business Corporation Act and such information shall be set forth in the manner provided in said Act.

Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time delegate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board subject to repeal or change at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed repeal or change be contained in the notice of such meeting.

EX-3.113 109 dex3113.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF TOMS RIVER. INC. Certificate of Incorporation of HealthSouth of Toms River. Inc.

Exhibit 3.113

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF TOMS RIVER, INC.

1. The name of the corporation is HEALTHSOUTH of Toms River, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

K. A. Widdoes

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ K. A. Widdoes

EX-3.114 110 dex3114.htm BYLAWS OF HEALTHSOUTH OF TOMS RIVER, INC. Bylaws of Healthsouth of Toms River, Inc.

Exhibit 3.114

HEALTHSOUTH OF TOMS RIVER, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.115 111 dex3115.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF TREASURE COAST, INC. Certificate of Incorporation of HealthSouth of Treasure Coast, Inc.

Exhibit 3.115

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF TREASURE COAST, INC.

1. The name of the corporation is HEALTHSOUTH of Treasure Coast, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

L. J. Vitalo

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ L. J. Vitalo

EX-3.116 112 dex3116.htm BYLAWS OF HEALTHSOUTH OF TREASURE COAST, INC. Bylaws of Healthsouth of Treasure Coast, Inc.

Exhibit 3.116

HEALTHSOUTH OF TREASURE COAST, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.117 113 dex3117.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF UTAH, INC. Certificate of Incorporation of HealthSouth of Utah, Inc.

Exhibit 3.117

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF UTAH, INC.

1. The name of the corporation is HEALTHSOUTH of Utah, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

M.A. Brzoska

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

[M.A. Brzoska]

M.A. Brzoska

EX-3.118 114 dex3118.htm BYLAWS OF HEALTHSOUTH OF UTAH, INC. Bylaws of Healthsouth of Utah, Inc.

Exhibit 3.118

HEALTHSOUTH OF UTAH, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.119 115 dex3119.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF YORK, INC. Certificate of Incorporation of HealthSouth of York, Inc.

Exhibit 3.119

CERTIFICATE OF INCORPORATION

HEALTHSOUTH OF YORK, INC.

1. The name of the corporation is HEALTHSOUTH of York, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

L. J. Vitalo

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ L. J. Vitalo

EX-3.120 116 dex3120.htm BYLAWS OF HEALTHSOUTH OF YORK, INC. Bylaws of HealthSouth of York, Inc.

Exhibit 3.120

HEALTHSOUTH OF YORK, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.121 117 dex3121.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH OF YUMA, INC. Certificate of Incorporation of HealthSouth of Yuma, Inc.

Exhibit 3.121

CERTIFICATE OF INCORPORATION

HEALTHSOUTH of Yuma, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH of Yuma, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

I. To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics surgery centers and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and outpatient surgery and related care, and other services and to do any- and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

II. To engage in any lawful act or activity for which con orations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

William T. Owens

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Brandon O. Hale

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

/s/ William W. Horton

William W. Horton

EX-3.122 118 dex3122.htm BYLAWS OF HEALTHSOUTH OF YUMA, INC. Bylaws of Healthsouth of Yuma, Inc.

Exhibit 3.122

BY-LAWS

HEALTHSOUTH OF YUMA, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH OF YUMA, INC.


		Page

	ARTICLE I

	OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

	ARTICLE II

	MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

	ARTICLE III

	BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

	ARTICLE IV

	OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4,11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

	ARTICLE V

	CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

	ARTICLE VI

	INDEMNIFICATION

Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18



	ARTICLE VII

	MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

	ARTICLE VIII

	AMENDMENTS

Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH OF YUMA, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH of Yuma, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of March of each year, commencing with the year 2003, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than, one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

EX-3.123 119 dex3123.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH PROPERTIES CORPORATION Certificate of Incorporation of HealthSouth Properties Corporation

Exhibit 3.123

CERTIFICATE OF INCORPORATION

HEALTHSOUTH Properties Corporation

FIRST: The name of the Corporation is HEALTHSOUTH Properties Corporation.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

(a) To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and other services; to own real and personal property of all types and descriptions; and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Rehabilitation Corporation

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243

Richard M. Scrushy

Two Perimeter Park South

Birmingham, Alabama 35243

Aaron Beam, Jr.

Two Perimeter Park South

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South

Birmingham, Alabama 35243

/s/ William W. Horton

William W. Horton

EX-3.124 120 dex3124.htm BYLAWS OF HEALTHSOUTH PROPERTIES CORPORATION Bylaws of Healthsouth Properties Corporation

Exhibit 3.124

BY-LAWS

HEALTHSOUTH PROPERTIES CORPORATION

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH PROPERTIES CORPORATION


		Page

	ARTICLE I

	OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

	ARTICLE II

	MEETINGS OF STOCKHOLDERS
Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	.2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

	ARTICLE III

	BOARD OF DIRECTORS
Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

	ARTICLE IV

	OFFICERS
Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4.11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

	ARTICLE V

	CAPITAL STOCK
Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

	ARTICLE VI

	INDEMNIFICATION
Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18


	ARTICLE VII

	MISCELLANEOUS PROVISIONS
Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

	ARTICLE VIII

	AMENDMENTS
Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH PROPERTIES CORPORATION

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH Properties Corporation, (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of April of each year, commencing with the year 1995, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, 75% of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

EX-3.125 121 dex3125.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH REAL PROPERTY HOLDING CORPORATION Certificate of Incorporation of HealthSouth Real Property Holding Corporation

Exhibit 3.125

CERTIFICATE OF INCORPORATION

HEALTHSOUTH Real Property Holding Corporation

FIRST: The name of the Corporation is HEALTHSOUTH Real Property Holding Corporation.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

(a) To acquire by purchase, subscription, underwriting, or otherwise, and to own, hold for investment, or otherwise, and to use, sell, assign, transfer, mortgage, create security interests in, pledge, exchange, or otherwise dispose of real and personal property of every sort and description and wheresoever situated, including shares of stock, bonds, debentures, notes, scrip, securities, evidences of indebtedness, contracts, or obligations of any corporations, associations, or trust estates, domestic or foreign, or of any firm or individual or of the United States or any state, territory, or dependency of the United States or any foreign country, or any municipality or local authority within or without the United States, and also to issue in exchange therefor stocks, bonds, or other securities or evidences of indebtedness of this Corporation, and, while the owner or holder of any such property, to receive, collect, and dispose of the interest, dividends, and income on or from such property and to possess and exercise in respect thereto all of the rights, powers, and privileges or ownership, including all voting power thereon.

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $,01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

C. Drew Demaray

800 AmSouth-Sonat Towers

1900 Fifth Avenue North

Birmingham, Alabama 35203

Richard M. Scrushy

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243

Aaron Beam, Jr.

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243

EIGHTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, provided, however, that this Article EIGHTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit. No amendment to, or repeal of, this Article EIGHTH shall apply to, or have any effect on, the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.

/s/ C. Drew Demaray

C. Drew Demaray

EX-3.126 122 dex3126.htm BYLAWS OF HEALTHSOUTH REAL PROPERTY HOLDING CORPORATION Bylaws of Healthsouth Real Property Holding Corporation

Exhibit 3.126

BY-LAWS

HEALTHSOUTH REAL PROPERTY HOLDING CORPORATION

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH REAL PROPERTY HOLDING CORPORATION


		Page

	ARTICLE I

	OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

	ARTICLE II

	MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	.2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

	ARTICLE III

	BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

	ARTICLE IV

	OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4,11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

	ARTICLE V

	CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

	ARTICLE VI

	INDEMNIFICATION

Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18



	ARTICLE VII

	MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

	ARTICLE VIII

	AMENDMENTS

Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH REAL PROPERTY HOLDING CORPORATION

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH Real Property Holding Corporation, (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 10:00 a.m. CDT on the first Thursday in May of each year, commencing with the year 1992, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than, one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.127 123 dex3127.htm REPORT OF A LIMITED PARTNERSHIP OF HEALTHSOUTH REHAB CTR OF NEW HAMPSHIRE, LTD. Report of a Limited Partnership of HealthSouth Rehab Ctr of New Hampshire, Ltd.

Exhibit 3.127

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd., a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on July 25, 1991.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the name and address of the agent for service of process is:

Haskell Slaughter Young & Johnston, Professional Association

800 AmSouth-Sonat Tower

Birmingham, Alabama 35203

Sworn to this 25th day of July, 1991, at Birmingham, Alabama.


HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd. by its General Partner
HEALTHSOUTH Rehabilitation Corporation

By:		/s/ Richard M. Scrushy
		Richard M. Scrushy
		Chairman of the Board, President and Chief Executive Officer

STATE OF ALABAMA

CHANGES FOR HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd.

(name of entity)


Domestic Limited Liability Company		Foreign Limited Liability Company
(fee: $5.00)		(fee: $10.00)
Domestic Limited Partnership x		Foreign Limited Partnership
(fee: $5.00)		(fee: $10.00)

1: Name of Entity HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd.

2: State & Court of Formation Alabama; Jefferson Date of Formation July 25, 1991

3: Please change the registered agent from: Haskell, Slaughter, Young & Johnston

to: THE CORPORATION COMPANY .

4: Please change the registered address from: 800 AmSouth-Sonat Tower, Birmingham, AL 35203

to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109


5:		Please change the principal address from:


				to:


6:		Please make the following changes other than above:


		HEALTHSOUTH Corporation
		By its General Partner
DATE: June 16, 1998	Signature:	/s/ William W. Horton
		William W. Horton
		(Please Print/Type Name)
		Sr. Vice President
		(Your title)

EX-3.128 124 dex3128.htm AGREEMENT AND CERTIFICATE OF LP OF HEALTHSOUTH REHAB CTR. OF NEW HAMPSHIRE, LTD. Agreement and Certificate of LP of HealthSouth Rehab Ctr. of New Hampshire, Ltd.

Exhibit 3.128

THE PARTNERSHIP INTERESTS ISSUED UNDER THIS DOCUMENT HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES

ACT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF

ABSENT SUCH REGISTRATION UNLESS, IN THE OPINION OF COUNSEL TO THE

GENERAL PARTNER, SUCH REGISTRATION IS NOT REQUIRED.

AMENDMENT TO

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd.

AMENDMENT executed as of the 31st day of May, 1996, by and among HEALTHSOUTH Corporation, a Delaware corporation, and the undersigned Limited Partners, for the purpose of amending the Agreement of Limited Partnership and the Certificate of Limited Partnership of HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd., an Alabama limited partnership (the “Partnership”), which Agreement of Limited Partnership was executed as of December 31, 1990, (the “Original Agreement”) and for the purpose of withdrawing the undersigned Withdrawing Limited Partners to the Partnership and admitting the undersigned Substituted Limited Partners to the Partnership in the manner and upon the terms set forth in the Original Agreement.

WITNESSETH

WHEREAS, the Partnership was formed upon the terms set forth in the Original Agreement;

WHEREAS, the Original Agreement provides for the withdrawal of Limited Partners to the Partnership and for the admission of Substituted Limited Partners to the Partnership; and

WHEREAS, the undersigned Withdrawing Limited Partners have transferred all of their Limited Partnership interests to the Substituted Limited Partners and have executed this Amendment to the Original Agreement and Certificate for the purpose of withdrawing from the Partnership and making certain other amendments thereto; and

WHEREAS, the undersigned Substituted Limited Partners desire admission to the Partnership and have executed this Amendment to the Original Agreement and Certificate for the purpose of gaining admission to the Partnership and making certain other amendments thereto.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants herein contained, the parties do hereby certify and agree as follows:

1. Name of Partnership. The name of the limited partnership is “HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd”

2. Filing of Certificate. The Certificate was filed in the office of the Judge of Probate of Jefferson County, Alabama on July 25, 1991. This document, as provided herein, shall amend

such Certificate. When this Amendment shall have been filed for record as provided in the Act, the Certificate, as amended herein, shall for all purposes be and constitute the Certificate of Limited Partnership of HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd.

3. Withdrawal of Limited Partners. The undersigned Withdrawing Limited Partners have transferred all of their Limited Partnership Interests and capital accounts in the Partnership to the Partnership and acknowledge receipt of all the consideration given for such transfer. The undersigned Withdrawing Limited Partners hereby withdraw as Limited Partners of the Partnership.

4. Admission of Substituted Limited Partners. The undersigned Substituted Limited Partners are hereby admitted to the Partnership in accordance with the terms and conditions of the Original Agreement.

5. Adoption of Original Agreement. The undersigned Substituted Limited Partners hereby adopt, accept, ratify, confirm and agree to be bound by all the terms and provisions of the Original Agreement, as amended herein, and to perform all obligations therein imposed upon the Limited Partners therein with respect to the Units subscribed for by the undersigned.

6. Attorney-in Fact. Each undersigned Substituted Limited Partner hereby further, without limitation of the foregoing, appoints the General Partner, and any officer thereof, his or its agent and attorney-in-fact for the purposes and to the extent set forth in Article XV of the Original Agreement.

7. Amendments to Provisions of Original Agreement and Certificate. Appendix A to the Original Agreement and the Certificate is hereby specifically amended to provide that each of the undersigned Withdrawing Limited Partners has withdrawn as a Limited Partner and transferred his respective Limited Partnership Interests to the Partnership, and that the names, mailing addresses, Capital Contributions of, number of Units purchased by, and Social Security or taxpayer identification numbers of, the Limited Partners are as set forth herein. Each of the undersigned Withdrawing Limited Partners henceforth shall not be considered a Limited Partner of the Partnership, except as expressly provided in Section 3 hereof, and each of the undersigned Substituted Limited Partners henceforth shall be considered a Limited Partner of the Partnership.

8. Recertification. Except as hereby specifically amended, the Original Agreement shall remain and continue in full force and effect. The Original Agreement, as herein amended, shall for all purposes be and constitute the Agreement of Limited Partnership of HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd.

9. Counterparts. This Amendment may be executed in any number of counterparts, either by the parties hereto or their duly authorized attorneys-in-fact, with the same effect as if all parties hereto had signed the document. All counterparts shall be construed together and shall constitute one and the same document. Further, each undersigned Withdrawing Limited Partner and each undersigned Substituted Limited Partner hereby appoints the General Partner, and any officer thereof, his true and lawful attorney-in-fact, in his name, place and stead, to attach a signature page to this Amendment executed by the undersigned, and a revised Appendix A showing the withdrawal of the Withdrawing Limited Partners and the admission of the Substituted Limited Partners, to a composite Amendment counterpart hereof.

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures as of the day and year first above written.

SIGNATURE PAGE FOR AMENDMENT TO AGREEMENT AND CERTIFICATE

OF LIMITED PARTNERSHIP OF HEALTHSOUTH Rehabilitation Center

of New Hampshire, Ltd.


GENERAL PARTNER:

HEALTHSOUTH Corporation

By		/s/ C. Drew Demaray
		C. Drew Demaray
		Vice President

WITHDRAWING LIMITED PARTNER:

REHAB ASSOCIATES OF NEW ENGLAND, A NEW HAMPSHIRE LIMITED PARTNERSHIP by HEALTHSOUTH Corporation as attorney-in-fact

By		/s/ C. Drew Demaray
		C. Drew Demaray
		Vice President

SIGNATURE PAGE FOR AMENDMENT TO AGREEMENT AND CERTIFICATE

OF LIMITED PARTNERSHIP OF HEALTHSOUTH Rehabilitation Center

of New Hampshire, Ltd.


SUBSTITUTED LIMITED PARTNERS

By		/s/ C. Drew Demaray (L.S.)

Social Security or Taxpayer Identification Number:
N/A

Address for Correspondence:

Two Perimeter Park South Suite 224W Birmingham, Alabama 35243

Number of Units to by Owned by Substituted Limited Partner:

One Circumscribed Formation Unit

Capital Contribution of Substituted Limited Partner:
$1.00

THE PARTNERSHIP STS ISSUED UNDER THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES

ACT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF

ABSENT SUCH REGISTRATION UNLESS, IN THE OPINION OF COUNSEL TO THE

GENERAL PARTNER, SUCH REGISTRATION IS NOT REQUIRED.

CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Center of

New Hampshire, Ltd.

THIS CERTIFICATE, executed as of the 25th day of July, 1991, by the undersigned persons:

W I T N E S S E T H:

The undersigned do hereby form a limited partnership pursuant to the Alabama Limited Partnership Act of 1983 (the “Act”), as follows:

I. The name of the partnership is “HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd” (the “Partnership”).

II. The business to be conducted by the Partnership shall be to lease, hold, manage and operate an inpatient rehabilitation facility in the Concord, New Hampshire area (the “Center”), and to carry on any and all activities necessary, proper, convenient or advisable in connection therewith.

III. The principal place of business of the Partnership shall be located at Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243, or at such other place as the General Partner, as defined below, may from time to time designate by written notice to the Limited Partners, as defined below. The Partnership’s agent for service of process in the State of Alabama is Haskell Slaughter Young & Johnston, Professional Association, whose street address is 800 AmSouth-Sonet Tower, 1900 Fifth Avenue North, Birmingham, Alabama 35203.

IV. The names and mailing addresses of the partners of the Partnership (such partners being hereinafter referred to individually as a “Partner” and collectively as the “Partners”) are as follows:

(a) HEALTHSOUTH Rehabilitation Corporation, a Delaware corporation, is the general partner (the “General Partner”), and its mailing address is Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243.

(b) The name, mailing address, capital contribution, number of units of limited partnership interest (“Units”) and taxpayer identification number of the initial limited partner (the “Initial Limited Partner”) are listed on Appendix A hereto.

(c) The Partnership may admit additional limited partners to the Partnership (such limited partners, together with the Initial Limited Partner, being hereinafter referred to individually as a “Limited Partner” and collectively as the “Limited Partners”) is return for capital contributions (the “Capital Contributions”) as hereinafter set forth, and the names, mailing addresses, Capital Contributions, number of Units and taxpayer identification numbers or Social Security numbers of such Limited Partners shall be listed on Appendix A.

(d) Without the prior written consent of the General Partner, which may be withheld in its sole discretion, no person shall be eligible to be a Limited Partner, or a member, partner or shareholder of a Limited Partner which is not an individual, unless, at the time such Person purchases or otherwise acquires a Unit, such Person shall meet the requirements contained in Article VII(a) below, and shall have agreed to be bound by all the terms and conditions of the Partnership Agreement and such other terms and conditions as the General Partner may reasonably request. Without limiting the generality of the foregoing, the General Partner may require certain representations and warranties from a Limited Partner in order to comply with federal, state or local laws and regulations concerning the purchase and sale of securities, tax consequences and other matters applicable to the Partnership or the General Partner.

V. The Partners will contribute capital to the Partnership as follows:

(a) The General Partner shall contribute $100 cash to the capital of the Partnership and shall receive the General Partnership Interest, as defined below. The capital account of the General Partner shall initially be $100.

(b) The Initial Limited Partner shall contribute certain contract rights and other intangible rights as and for its contribution to the capital of the Partnership, and shall receive five Units representing an initial Limited Partnership Percentage of 5%.

(c) Each Limited Partner, other than the Initial Limited Partner, shall contribute to the capital of the Partnership such total amount of cash or property, tangible or intangible, as the General Partner, in its sole discretion, shall determine, for each Unit, or fraction thereof, purchased by him, to be delivered upon execution and delivery of the subscription agreement executed by each Limited Partner in connection with its Capital Contribution (such a subscription agreement being hereinafter referred to as a “Subscription Agreement”). In the discretion of the General Partner, tangible or intangible property other than cash may be accepted as a Capital Contribution. When property other than cash is received as a Capital Contribution, such property shall be valued by the General Partner, which valuation shall be binding on all parties. Each Limited Partner acknowledges that Limited Partners may contribute different types and amounts of Capital Contributions, and each Limited Partner hereby waives any and all right, claim or cause of action, both for himself and derivatively for the Partnership, based upon or arising out of any difference in amount, value or type of Capital Contribution made by a Limited Partner.

VI. Partners will not be subject to assessments for contributions to the capital of the Partnership in excess of the Capital Contributions set forth in Article V of this Certificate.

VII. Subject to the rights of first refusal granted to the General Partner, the Partnership in the Partnership Agreement, a Limited Partner may sell, assign or otherwise transfer any or all of the partnership interest in the Partnership (the “Limited Partnership Interest”) owned by him; provided, however, that;

(a) such Limited Partner shall not sell, assign or otherwise transfer any Unit unless the sale, assignment or transfer is made to (i) an individual person who is a resident of the State of New Hampshire or a corporation, partnership, trust or similar entity which is qualified to do business in the State of New Hampshire;

(b) such Limited Partner and his purchaser, assignee or transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner; and

(c) such Limited Partner pays the Partnership a transfer fee which is sufficient to pay all reasonable expenses of the Partnership and the General Partner in connection with such transaction;

provided, further, that such purchaser, assignee, or transferee shall not become a Limited Partner within the meaning of the term “limited partner” under the Act unless the General Partner consents in writing to such person’s becoming a Limited Partner, which consent may be given or withheld in the sole discretion of the General Partner. Neither the Partnership nor the General Partner shall recognize or be bound by any sale, assignment or transfer of any Limited Partnership Interest unless the General Partner consents to such sale, assignment or transfer in writing. The General Partner will not consent to any sale, assignment or transfer of any Limited Partnership Interest or to the admission of any person as a Limited Partner if, in its opinion, such consent and admission would result in the Partnership’s being treated for Federal income tax purposes as an association taxable as a corporation, would result in a termination of the Partnership within the meaning of the Internal Revenue Code of 1986, as amended, or would constitute a violation of any applicable Federal or state law pertaining to securities regulation.

Notwithstanding the foregoing, each Limited Partner agrees that at least 60 days prior to any sale, assignment or transfer (by operation of law or otherwise) of any Unit by him, such Limited Partner will give written notice thereof to the General Partner, including the name of the proposed purchaser, assignee or transferee and all of the terms, conditions and other material details of such proposed sale, assignment or transfer. The General Partner shall have a right of first refusal for its own account for 30 days after receipt by the General Partner of such written notice in which to elect to consummate such sale, transfer or assignment itself pursuant to the same terms, conditions and material details set forth in such notice. If the General Partner does so purchase the Unit, it may resell such Unit, at any time, on whatever terms and conditions it deems appropriate, without regard to the rights of first refusal set forth herein. If the General Partner fails to consummate the transaction during such 30-day period, the Partnership shall then have 10 days in which to consummate such sale, transfer or assignment pursuant to such terms, conditions and material details. If the Partnership does so purchase the Unit, it may resell such Unit, at any time, on whatever terms and conditions it deems appropriate, without regard to the

rights of first refusal set forth herein. If the Partnership fails to consummate the transaction during such 10-day period, the General Partner shall give written notice of such failure within two days of the expiration of the above 40-day period to all the Limited Partners. The Limited Partners shall then have 20 days from the end of the 40-day period in which to consummate such sale, transfer or assignment pursuant to such terms, conditions and material details in proportion to the pro rata Limited Partnership Interests of the Limited Partners participating in such purchase. If any Limited Partner does so purchase the Unit, such Limited Partner may resell such Unit only in accordance with the provisions of this Article VIII. If none of the General Partner, the Partnership or the other Limited Partners consummate the transaction during such 60-day period, the selling Limited Partner shall then have 30 days in which to consummate such sale, transfer or assignment pursuant to such terms, conditions and material details and to such named purchaser. If the Limited Partner shall not consummate the sale, transfer or assignment during such 30-day period, such Unit shall again be subject to the rights of first refusal contained herein.

VIII. (a) The General Partner may resign at any time by delivering written notice to the Limited Partners. Upon resignation, the General Partner shall receive its original contribution to the capital of the Partnership plus any unpaid distributions allocated to its capital account. The resignation shall be effective not less than 120 days after notice thereof, at which time the Partnership will dissolve.

(b) If any Limited Partner or substantially all of the persons who are members, partners or shareholders of a Limited Partner which is not an individual shall be adjudicated a bankrupt or make a general assignment for the benefit of creditors or take the benefit of any insolvency act, or if a permanent receiver or trustee in bankruptcy be appointed for any such Limited Partner’s property, or if a temporary receiver shall be appointed for any Limited Partner and such appointment is not vacated or set aside within 60 days from the date of such appointment, or if any Limited Partner, or person who is a member, partner or shareholder of a Limited Partner which is not an individual, violates Article XII, XIII or XIV of this Certificate, or in the event of any involuntary transfer of a Limited Partner’s Limited Partnership Interest, or any attempted transfer or other devolution of the interest of any Limited Partner in the Partnership except as specifically provided herein, then such Limited Partner shall become a “defaulting Partner” (which term as used herein shall include any successor to or assignee of the defaulting Partner).

(c) The General Partner may cause the Partnership to purchase the Limited Partnership Interest of a defaulting Partner at the prices and upon the terms specified below at a closing which shall be held at the principal office of the Partnership within 120 days following the giving of written notice to the defaulting Partner of the election to purchase such Partner’s Limited Partnership Interest after receiving appropriate releases and satisfactions.

If the General Partner shall elect to cause the Partnership to purchase the Limited Partnership Interest of a defaulting Partner pursuant to the above provisions, the purchase price shall equal the value of said Limited Partnership Interest determined as follows:

(i) The Net Income per Unit of the defaulting Partner from the Partnership as shown upon Schedule K-1 “Partner’s Share of Income, Credit, Deduction, Etc.” applicable to the Partnership for the immediately preceding fiscal year of the Partnership (“Net Income”) multiplied by 1.5; provided however,

if a defaulting Partner has been a Partner for a period of at least five years, such multiplier shall be 3; provided further, that any Limited Partner in default because of a violation of Article XII, XIII or XIV of this Certificate shall only receive an amount equal to the lower of the above purchase price or the net book value of his Limited Partnership Interest.

(ii) To the extent such obligations have not been previously taken into account, the purchase price shall be reduced by the amount of any obligation then due the Partnership by the defaulting Partner (all obligations of the defaulting Partner or involuntary defaulting Partner shall become immediately due and payable immediately preceding liquidation of the defaulting Partner’s interest), and the excess (if any) of such obligations over the value of such Partner’s interest shall be immediately due and payable to the Partnership by such Partner.

(iii) At the closing of the transfer of the Limited Partnership Interest, the Partnership shall pay in cash to the defaulting Partner 20% of the purchase price (net after reduction for any obligations owed by the Partner to the Partnership as above provided), and the balance of the purchase price shall be evidenced by the Partnership’s non-negotiable promissory note payable in eight approximately equal quarterly installments of principal, the first of which installments shall be due and payable three months after the closing, with the remainder being due and payable serially each three months thereafter. The unpaid balance shall bear interest at a rate equal to the lower of (x) the prime rate of Citibank, NA, New York, New York on the date of closing, or (y) 10% per annum, payable quarterly with each installment of principal. The note shall contain provisions for (i) the acceleration of the entire unpaid balance of principal and accrued interest at the option of the holder in the event of default in payment of any principal or interest when due, (ii) the payment of reasonable attorneys’ fees in the event of default, (iii) the prepayment of all or part of the unpaid principal (any prepayment being first applied to then accrued interest), and (iv) no prepayment during the taxable year in which the liquidation of the Limited Partnership Interest occurs.

(iv) All determinations and allocations required under this Article VIII shall be made by the Partnership’s accountants and any such determination or allocation so made shall be binding on all parties. For the purpose of the computations required in determining the defaulting Partner’s Limited Partnership Interest, the books of the Partnership and its affiliates shall be accepted as correct.

(v) No payment other than those specifically provided for herein shall be due or payable with respect to the interest of the defaulting Partner. Any debt due by the Partnership to the defaulting Partner shall be payable according to its terms.

IX. Except for payments due from a Limited Partner to the Partnership, the Partners shall receive distributions from the Partnership as follows:

(a) Each Partner shall have a capital account to which such Partner’s Capital Contribution shall be credited. Each Partner’s share of the income or loss of the Partnership shall be credited or charged at least annually to such Partner’s capital account. All cash distributions to a Partner shall be charged to such Partner’s capital account. No interest shall be payable on the capital accounts of the Partners.

(b) Income and loss of the Partnership shall be determined in accordance with the rules for determining Federal taxable income and loss. With respect to each fiscal year the General Partner shall be allocated the percentage of all amounts of income, gain, loss or deduction for the year equal to the percentage interest of the General Partner in the Partnership (the “General Partnership Percentage”) and the Limited Partners shall be allocated the percentage of all amounts of income, gain, loss or deduction for the year equal to the aggregate Limited Partnership Percentage (where “Limited Partnership Percentage” in respect of any Limited Partner means the product, expressed as a percentage, obtained by multiplying 1.0% by the number of Units owned by such Limited Partner), subject to the modifications explained below. If property other than cash is distributed by the Partnership, the capital accounts of the Partners shall be adjusted to reflect how much gain or loss would have been allocated to the respective Partners if the property had been sold at the value or values assigned thereto for purposes of making the distribution. Allocations to each Limited Partner shall be based on the Limited Partnership Percentage of such Limited Partner.

(c) As used in this Certificate, “Available Cash Flow” is defined to mean all cash funds of the Partnership on hand at the end of each calendar quarter, less (a) provision for payment of all outstanding and unpaid current cash obligations at the end of such quarter (including those which are in dispute), and (b) provisions for reserves for reasonably anticipated cash expenses and contingencies (which may include debt service or indebtedness of the Partnership and any amounts payable to the General Partner or an affiliate of the General Partner), but without deduction for depreciation and other non-cash expenses; provided, however, that Sale Proceeds shall not be included in Available Cash flow. As used in this Certificate, “Sale Proceeds” is defined to mean all proceeds from any sale, exchange, foreclosure, abandonment, financing or refinancing of all, or substantially all, of the assets of the Partnership, or any portion of such proceeds, or proceeds from condemnation awards or casualty insurance claims, less applicable expenses and any debt paid or prepaid with the proceeds of, or in connection with, such transaction, which proceeds are not used to acquire Partnership assets or in the operation of the Center, exclusive of proceeds accruing in the normal course of business.

(d) The General Partner shall distribute an amount of the Available Cash Flow of the Partnership to the General Partner determined by multiplying the General Partnership Percentage by the amount of the Available Cash Flow and shall distribute the remaining Available Cash flow, equal to the aggregate Limited

Partnership Percentage, to the Limited Partners at the time the distribution is made. To the extent any amount of a cash distribution would create or increase a deficit in the capital account of any Partner, such amount shall not be distributed to such Partner but shall be distributed to the other Partners in proportion to the amount of the distributions to such other Partners without regard to this proviso. Such distributions shall be made in quarterly installments within 45 days after the end of each calendar quarter or at such time or times as the General Partner shall deem practicable. The General Partner shall have the right to withhold any distribution of Available Cash Flow if it deems it to be in the best interest of the Partnership to do so.

(e) The General Partner shall distribute an amount of the sale Proceeds to the General Partner determined by multiplying the General Partnership Percentage by the amount of such proceeds, and the remaining proceeds, equal to the aggregate Limited Partnership Percentage, to the Limited Partners at the time of the distribution; provided, however, that to the extent that any amount of a cash distribution to any Partner would create or increase a deficit in the capital account of such Partner, such amount shall not be distributed to such Partner but shall be distributed to the other Partners in proportion to the amounts distributed to such other Partners without regard to this proviso. Such distribution shall be made as soon after the receipt by the Partnership of such proceeds as the General Partner deems practicable.

(f) Upon the determination to distribute funds in any manner expressly provided in this Article IX, made in good faith, the General Partner shall incur no liability on account of such distribution, even though such distribution may have resulted in the Partnership’s retaining insufficient funds for the operation of its business, which insufficiency resulted in loss to the Partnership or necessitated the borrowing of funds by the Partnership.

(g) If one or more Units are transferred during any fiscal year of the Partnership, the net income or net loss attributable to such Unit or Units for such fiscal year shall be divided and allocated between the transferor and the transferee based on the time each such party was, according to the books and records of the Partnership, the owner of record of the Unit or Units transferred during the year in which the transfer occurs. Distributions of Partnership assets in respect of Units shall be made only to persons who, according to the books and records of the Partnership, are the owners of such Units on a date selected by the General Partner. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence whether or not the General Partner or the Partnership has knowledge or notice of any transfer of ownership of any Unit or Units. For purposes of the foregoing, in the case of a transfer of a Unit, and also in the case of a sale of a Unit by the Partnership (except at the first time any person or persons other than the Organizational Limited Partner or the Initial Limited Partner are admitted to the Partnership as a Limited Partner or Limited Partners), a Limited Partner who becomes a Limited Partner or who acquires a Unit according to the books and

records of the Partnership after the 15th day of a month will be treated as becoming a Limited Partner or acquiring such Unit on the first day of the following month, and a Limited Partner who becomes a Limited Partner or who acquires a Unit according to the books and records of the Partnership during the first 15 days of a month shall be treated as becoming a Limited Partner or acquiring such Units on the first day of the month. In the case of a sale of a Unit by the Partnership (except for the first time any person or persons other than the Organizational Limited Partner or the Initial Limited Partner are admitted to the Partnership as a Limited Partner or Limited Partners), the General Partner shall have the right to allocate net income, net loss and Available Cash Flow to the purchaser of such Unit as of the date such purchaser fully executes and delivers a Subscription Agreement.

X. The term of Partnership shall be from the date on which this Certificate is originally filed in the office of the Judge of Probate, Jefferson County, Alabama and shall continue until December 31, 2025, unless sooner terminated by law or as hereafter provided. The resignation of the General Partner shall cause a dissolution of the Partnership. The Partnership shall also be dissolved upon (a) the final judgment by a court having jurisdiction over the General Partner adjudicating the General Partner to be bankrupt, or (b) the expiration of the term of the Partnership. In no event shall the death of any Limited Partner result in dissolution of the Partnership.

XI. The liability of each Limited Partner shall be limited to his Capital Contribution. No Limited Partner shall have any other liability to contribute money to, or in respect of the liabilities or obligations of, the Partnership, nor shall any Limited Partner be personally liable for any obligation of the Partnership. No Limited Partner shall be obligated to make loans to the Partnership.

XII. Without the express prior written consent of the General Partner, no Limited Partner, or any Person who is a member, partner or shareholder of a Limited Partner which is not an individual, shall, directly or indirectly, own, operate, be employed by, be a director of, act as a consultant for, or be a partner, shareholder or have a proprietary interest in, any enterprise, partnership, association, corporation, joint venture or other entity which is competitive with the inpatient rehabilitation business of the Partnership, or any general partner, subsidiary or affiliate thereof, in any part of the area lying within a 30-mile radius of Concord, New Hampshire, so long as such Person is a Limited Partner of the Partnership and for two years from the date such Limited Partner ceases to be a Partner of the Partnership; provided, however, that no Limited Partner, or any Person who is a member, partner or shareholder of a Limited Partner which is not an individual, shall be prevented from being a member of the Board of Trustees, or holding any other position which does not compete with the outpatient rehabilitation business of the Partnership on the medical staff of any acute-care hospital. This provision shall not be construed to restrict any Limited Partner, or any Person who is a member, partner or shareholder of a Limited Partner which is not an individual, from being able to personally perform outpatient care in his office or in any other location he may desire at any time, nor shall this provision restrict any Limited Partner or other Person from referring patients to any business which may compete with the Partnership. Further, it is expressly acknowledged and agreed that certain shareholders or affiliates of the Initial Limited Partner have an ownership interest in Neuro-Rehab Associates,

Inc. d/b/a Northeast Rehab Hospital (“Northeast”), and the provisions of this Article XII shall not be construed to prohibit or restrict activities of members, partners, shareholders or affiliates of the Initial Limited Partner with respect to Northeast’s operations or activities, whether existing now or in the future. The provisions of this Article XII shall not apply to the General Partner if the General Partner shall be the owner of a Limited Partnership Interest.

XIII. Without the prior express written consent of the General Partner, no Limited Partner, or any person who is a member, partner or shareholder of a Limited Partner which is not an individual, during the term of the Partnership Agreement, and for a period of two years after such Person ceases to be a Limited Partner, will, directly or indirectly, hire, contract with or be in any way professionally associated with any employee or agent or former employee or agent of the General Partner or the Center or any of their affiliates. Each Limited Partner agrees that the hiring of any such person or any attempt to induce any such person to terminate his or her employment or agency with the General Partner, the Center or any of their affiliates shall be a breach of this restrictive covenant and shall entitle the aggrieved party to injunctive relief without necessity of bond, all in addition to any other rights to which such aggrieved party is entitled. The term “former employee or agent” shall mean any person who was as employee or agent of the General Partner or the Center or any of their Affiliates within a period of two years prior to such person becoming associated with such Limited Partner. The provisions of this Article XIII shall not apply to the General Partner if the General Partner shall be the owner of a Limited Partnership Interest.

XIV. (a) At no time-shall any Limited Partner, or any person who is a member, partner or shareholder of a Limited Partner which is not an individual, disclose to anyone any confidential or secret information concerning (i) the business, patients, affairs or operations, (ii) any trade secrets, new product developments, special or unique processes or methods, or (iii) any marketing, sales, advertising or other concepts or plans, of the General Partner, the Center or any of their subsidiaries or affiliates. Each Limited Partner hereby acknowledges that in the event that he or any of his partners, employees or agents engage in activities within the limitations of this Article XIV, money damages alone shall be an inadequate remedy, and such Limited Partner agrees that the aggrieved party shall be entitled to obtain, in addition to any other remedy provided by law or equity, an injunction against the violation of the Limited Partner’s obligation to such party hereunder. The provisions of this Article XIV shall not apply to the General Partner if the General Partner shall be the owner of a Limited Partnership Interest.

(b) Subject to the provisions of Article XIV(c) below, it is agreed by all parties hereto that the Initial Limited Partner (or its members, partners, shareholders or affiliates) shall not be deemed to be in violation of Article XN(a) above as a result of activities and actions of Northeast, inasmuch as those are beyond the control of the Initial Limited Partner and its members, partners, shareholders and affiliates.

partnership, under the Act, and under any other applicable statutes, rules or regulations. The General Partner agrees to use its best efforts to ensure that the Initial Limited Partner does not receive any such information. In the event that, notwithstanding the foregoing waiver, the Initial Limited Partner shall request or demand, whether by action at law or in equity or otherwise, any information other than the aforesaid tax returns and report, the provisions of Article XIV(a) above shall apply to any of the requested or demanded information that is given to the Initial Limited Partner, without regard to Articles XIV(b) and XIV(c).

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures as of the day and year first above written.


GENERAL PARTNER:

HEALTHSOUTH Rehabilitation Corporation

By:		/s/ Richard M. Scrushy
		Richard M. Scrushy,
		Chairman of the Board, President and Chief Executive Officer

LIMITED PARTNERS:

By		Healthsouth Rehabilitation Corporation, as the attorney-in-fact for each and every limited partner

By:		/s/ Richard M. Scrushy
		Richard M. Scrushy,
		Chairman of the Board, President and Chief Executive Officer

This instrument was prepared by William W. Horton, Esq., Haskell Slaughter Young & Johnston, Professional Association, 800 AmSouth-Sonat Tower, 1900 Fifth Avenue North, Birmingham, Alabama 35203, (205) 251-1000.

APPENDIX A

to the

Certificate of Limited Partnership of

HEALTHSOUTH Rehabilitation Center of

New Hampshire, Ltd.

July 25, 1991

GENERAL PARTNER

Name

Mailing Address

General Partnership Interest

HEALTHSOUTH

Rehabilitation Corporation

Two Perimeter Park South,

Birmingham, Alabama 35243

95%

INITIAL LIMITED PARTNER

Name

Mailing Address

Capital Contribution

Number of Units

Social Security or Taxpayer
Identification Number

Rehab Associates

of New England

220 Sutton Street North Andover, MA 01845

Contract Rights

04-2816823

A-1

HEALTHSOUTH Rehabilitation Center

of New Hampshire, Ltd.

AGREEMENT

LIMITED PARTNERSHIP

Dated as of December 31, 1990

TABLE OF CONTENTS

HEALTHSOUTH Rehabilitation Center

of New Hampshire, Ltd.

AGREEMENT OF LIMITED PARTNERSHIP


		Page
Parties		1
Recitals		1

	ARTICLE I

DEFINED TERMS		1

	ARTICLE II

ORGANIZATION		4

Section 2.1	Formation	4
Section 2.2	Qualification	4
Section 2.3	Name	4
Section 2.4	Agent for Service of Process	4
Section 2.5	Principal Place of Business	4

	ARTICLE III

BUSINESS		5

Section 3.1	Business	5

	ARTICLE IV

TERM		5

Section 4.1	Term	5

	ARTICLE V

NAMES AND ADDRESSES OF PARTNERS		5

Section 5.1	General Partner	5
Section 5.2	Initial Limited Partner	5
Section 5.3	Limited Partners	5


	ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL		5

Section 6.1	Capital Contribution of the General Partner	5
Section 6.2	Capital Contribution of the Initial Limited Partner	6
Section 6.3	Capital Contributions of the Limited Partners	6
Section 6.4	Withdrawal of Capital Contributions	6
Section 6.5	Assessments	6
Section 6.6	No Interest on Capital	6
Section 6.7	No Voluntary Capital Contributions	6
Section 6.8	Additional Working Capital	6

	ARTICLE VII

EXPENSES OF THE PARTNERSHIP		7

Section 7.1	Compensation to General Partner as General Partner	7
Section 7.2	Reimbursement of Expenses Incurred by the General Partner	7
Section 7.3	Organizational and Offering Expenses	7
Section 7.4	Fees and Rentals Receivable by the General Partner or an Affiliate of the General Partner	7

	ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; CASH DISTRIBUTIONS		7

Section 8.1	Capital Accounts	7
Section 8.2	Allocation of Net Income or Net Loss	8
Section 8.3	Distribution of Available Cash Flow	8
Section 8.4	Distribution of Sale Proceeds	8
Section 8.5	Consequences of Distributions	8
Section 8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	8

	ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER		9

Section 9.1	Powers	9
Section 9.2	Independent Activities	10
Section 9.3	Duties	10
Section 9.4	Certain Limitations	11
Section 9.5	Net Worth of the General Partner	11
Section 9.6	Indemnification	11
Section 9.7	General Partner as Limited Partner	12
Section 9.8	Succession as General Partner	12


Section 9.9	Center Medical Advisory Committee	12

	ARTICLE X

STATUS OF LIMITED PARTNERS		12

Section 10.1	No Participation in Management	12
Section 10.2	Limited Liability	12
Section 10.3	Eligibility of Limited Partners	13
Section 10.4	Investment Intent	13
Section 10.5	Unregistered Limited Partnership Interests	13
Section 10.6	Nature of Investment	13

	ARTICLE XI

TRANSFER OF INTERESTS IN THE PARTNERSHIP		14

Section 11.1	In General	14
Section 11.2	Substituted Limited Partners	15
Section 11.3	Purchase of Units by the General Partner	15
Section 11.4	Involuntary Transfer of Partner’s Interest	16
Section 11.5	Purchase Price of Defaulting Partner’s Interest	16
Section 11.6	Repurchase of Units from Initial Limited Partner	17

	ARTICLE XII

RESIGNATION OF THE GENERAL PARTNER		17

Section 12.1	Resignation of the General Partner	17
Section 12.2	Notice of Resignations	17
Section 12.3	Liability of the General Partner after Resignation	17

	ARTICLE XIII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP		19

Section 13.1	Dissolution of the Partnership	19
Section 13.2	Winding Up of the Partnership	19

	ARTICLE XIV

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION		19

Section 14.1	Books of Account	19
Section 14.2	Financial Reports	19
Section 14.3	Fiscal Year	20
Section 14.4	Banking	20

iii


Section 14.5	Tax Election	20
Section 14.6	Tax Returns	20
Section 14.7	Special Provisions with Respect to Initial Limited Partner	20

	ARTICLE XV

POWER OF ATTORNEY		20

Section 15.1	Appointment of Attorney-In-Fact	20
Section 15.2	Effect of Power	21

	ARTICLE XVI

MEETINGS AND MEANS OF VOTING		21

	ARTICLE XVII

MISCELLANEOUS		22

Section 17.1	Notice	22
Section 17.2	Non-Competition of Limited Partners	22
Section 17.3	Employees of the General Partner or the Center	23
Section 17.4	Confidential Information	23
Section 17.5	Additional Facilities	24
Section 17.6	Section Captions	24
Section 17.7	Severability	24
Section 17.8	Amendments	24
Section 17.9	Right to Rely Upon the Authority of the General Partner	24
Section 17.10	Governing Law	24
Section 17.11	Waiver of Action for Partition	25
Section 17.12	Counterpart Execution	25
Section 17.13	Parties in Interest	25
Section 17.14	Construction of Pronouns	25
Section 17.15	Integrated Agreement	25

Appendix A

THE PARTNERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES

ACT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF

ABSENT SUCH REGISTRATION UNLESS, IN THE OPINION OF COUNSEL TO THE

GENERAL PARTNER, SUCH REGISTRATION IS NOT REQUIRED:

AGREEMENT OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Center

of New Hampshire, Ltd.

AGREEMENT OF LIMITED PARTNERSHIP, made and entered into as of the 31st day of December, 1990, by and between HEALTHSOUTH Rehabilitation Corporation, a Delaware corporation (the “General Partner”), and Rehab Associates of New England, a New Hampshire limited partnership, as the initial limited partner (the “Initial Limited Partner”), and those other parties who from time to time may become limited partners pursuant to the provisions of this Agreement by execution and delivery of this Agreement or counterparts hereof (hereinafter referred to collectively as the “Limited Partners” and referred to individually as a “Limited Partner”).

W I T N E S S E T H:

WHEREAS, the parties hereto desire to establish the Partnership and to set forth the parties’ respective interests in and all rights, duties and obligations in and to the Partnership, all upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and promises hereinafter set forth, the parties to this Agreement of Limited Partnership do hereby agree as follows:

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Accountants means any firm of certified public accountants that may be engaged by the General Partner on behalf of the Partnership for any task.

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Affiliate means (a) any Person directly or indirectly controlling, controlled by or under common control with, another Person, (b) any Person owning or controlling 10% or more of the outstanding voting securities of such other Person, (c) any officer, director or partner of such Person, or (d) if such other Person is an officer, director or partner, any company for which such Person acts in any such capacity.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Available Cash Flow means all cash funds of the Partnership on hand at the end of each calendar quarter, less (a) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at the end of such quarter (including those which are in dispute), and (b) provisions for reserves for reasonably anticipated cash expenses and contingencies (which may include debt service on indebtedness of the Partnership and any amounts payable to the General Partner or an Affiliate of the General Partner), but without deduction for depreciation and other non-cash expenses; provided, however, that Sale Proceeds shall not be included in Available Cash Flow.

Center means the inpatient rehabilitation facility to be operated by the Partnership, together with all satellite locations thereof, which will do business as HEALTHSOUTH Rehabilitation Center, or any other name chosen by the General Partner, including all fixtures and equipment to be utilized in the operation of the Center and a fee interest in all books, records, keys, supplies and other assets necessary for its operation.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General partnership Interest means the entire interest of the General Partner in the Partnership, including the General Partner’s economic interest in capital, profits, losses and distributions of the Partnership, the General Partner’s right to participate in the management of the Partnership and all other rights and obligations accorded under this Agreement or under the Act.

General Partnership Percentage means the remainder, expressed as a percentage, determined by subtracting the aggregate Limited Partnership Percentage from 100%.

Initial Limited Partner means the party designated as the “Initial Limited Partner” in the first paragraph of this Agreement.

Limited Partners means the Persons who are, from time to time, admitted to the Partnership as Limited Partners, and whose names, mailing addresses, Social Security or taxpayer identification numbers, Capital Contributions and the number of Units owned by each, appear in Appendix A to this Agreement, as amended from time to time, including, unless the context otherwise specifically states, the Initial Limited Partner. Such Persons shall become Limited Partners when the Certificate or a duly executed amendment to the Certificate showing that such Persons have become Limited Partners is filed for record as required by the provisions of the Act.

Limited Partnership Interest means the entire interest of a Limited Partner in the Partnership expressed in Units, including the Limited Partner’s economic interest in capital, profits, losses and distributions of the Partnership and all items of Partnership income, deduction and credit determined pursuant to the Code and the Limited Partners rights accorded under this Agreement or under the Act.

Limited Partnership Percentage in respect of any Limited Partner means the product, expressed as a percentage, obtained by multiplying 1.0% by the number of Units owned by such Limited Partner.

Metropolitan Area of Concord, New Hampshire shall mean all that area lying within a 30-mile radius of Concord, New Hampshire.

Operations Agreement means the Operations Agreement to be entered into between the Partnership and HEALTHSOUTH Rehabilitation Corporation.

Partners means, collectively, the General Partner and the Limited Partners.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Partnership Return means the United States Partnership Information Return of Income of the Partnership.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Sale proceeds means all proceeds from any sale, exchange, foreclosure, abandonment, financing or refinancing of all, or substantially all, of the assets of the Partnership, or any portion of such proceeds, or proceeds from condemnation awards or casualty insurance claims, less applicable expenses and any debt paid or prepaid with the proceeds of, or in connection with, such transaction, which proceeds are not used to acquire Partnership assets or in the operation of the Center, exclusive of proceeds accruing in the normal course of business.

Subscription Agreement means the agreement between the Partnership and each Limited Partner pursuant to which the Limited Partner agrees to subscribe for one or more Units and the Partnership accepts the subscription.

Unit means an interest in the capital of the Partnership contributed by the Limited Partners. The authorized number of Units of the Partnership is 20 and each Unit represents a 1.0% interest in the Partnership. The Partnership may issue fractional Units in the sole discretion of the General Partner.

ARTICLE II

ORGANIZATION

Section 2.1 Formation. The parties hereto hereby form a limited partnership under and pursuant to the Act. As required by Sections 10-9A-20, 10-9A-21, 10-9A-23 and 10-9A-25 of the Act, the General Partner shall promptly cause the Certificate, and any amendments thereto, to be filed for record in the office of the Judge of Probate, Jefferson County, Alabama, and as otherwise required by law.

Section 2.2 Qualification. Promptly after the filing of the Certificate pursuant to the Act as set forth in Section 2.1, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

Section 2.3 Name. The name of the Partnership is “HEALTHSOUTH Rehabilitation Center of New Hampshire”. The business of the Partnership may be conducted under any name chosen by the General Partner, and the General Partner may, in its sole discretion from time to time, change the name of the Partnership.

Section 2.4 Agent for Service of Process. The Partnership’s agent for service of process in the State of Alabama is Steiner Byars Haskell Slaughter Young & Johnston, Professional Association, whose street address is 800 AmSouth-Sonat Tower, Birmingham, Alabama 35203.

Section 2.5 Principal Place of Business. The principal place of business of the Partnership shall be located at Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243, or at such other places as the General Partner may from time to time designate by written notice to the Limited Partners. The General Partner may establish such other places of business of the Partnership in addition to the Partnership’s principal place of business when and where required by the Partnership’s business and shall give prompt written notice thereof to the Limited Partners.

ARTICLE III

BUSINESS

Section 3.1 Business. The business to be conducted by the Partnership shall be to manage and operate the Center, and to carry on any and all activities necessary, proper, convenient or advisable in connection therewith.

ARTICLE IV

TERM

Section 4.1 Term. The term of Partnership shall be from the date on which the Certificate is originally filed in the office of the Judge of Probate, Jefferson County, Alabama and shall continue until December 31, 2025, unless sooner terminated by law or as hereafter provided in this Agreement.

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

Section 5.1 General Partner. HEALTHSOUTH Rehabilitation Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243.

Section 5.2 Initial Limited Partner. Rehab Associates of New England, a New Hampshire limited partnership, is the Initial Limited Partner, and its mailing address is 220 Sutton Street, North Andover, Massachusetts 01845.

Section 5.3 Limited Partners. The name, mailing address, the Capital Contribution of, the number of Units held by, and the Social Security or taxpayer identification number of, each Limited Partner of the Partnership is set forth in Appendix A attached to this Agreement, as amended from time to time, which is incorporated herein by reference and made a part hereof as though set out in full herein. Such information shall always be kept available to any Partner at the principal place of business of the Partnership.

ARTICLE VI

CAPITAL CONTRIBUTION AND

ADDITIONAL WORKING CAPITAL

Section 6.1 Capital Contribution of the General Partner. The General Partner shall contribute a total of $100 to the capital of the Partnership, upon the formation of the Partnership or the execution of this Agreement. In exchange for such Capital Contribution, the General Partner shall receive the General Partnership Interest and General Partnership Percentage.

Section 6.2 Capital Contribution of the Initial Limited Partner. The Initial Limited Partner has contributed certain contract rights and other intangible rights to the Partnership as and for its Capital Contribution. In exchange for such Capital Contribution, the Initial Limited Partner shall receive five Units representing an initial Limited Partnership Percentage of 5%. The parties agree that the capital account of the Initial Limited Partner shall be $100.

Section 6.3 Capital Contributions of the Limited Partners. Each Limited Partner, other than the Initial Limited Partner, shall contribute to the capital of the Partnership such total amount of cash or property, tangible or intangible, for each Unit, or fraction thereof, as the General Partner, in its sole discretion, shall determine, to be delivered upon execution and delivery of an amendment to this Agreement or a Subscription Agreement. When property other than cash is delivered as a Capital Contribution, such property shall be valued by the General Partner, which valuation shall be conclusive as to all parties to this Agreement.

Section 6.4 Withdrawal of Capital Contributions. No Limited Partner shall have the right to withdraw or reduce his Capital Contribution without the consent of the General Partner. No Limited Partner shall have the right to demand or receive property other than cash in return for his Capital Contribution, and no Limited Partner shall have priority over any other Limited Partner, either as to the return of Capital Contributions or as to profits, losses or distributions. The General Partner will not withdraw its Capital Contribution prior to the dissolution and liquidation of the Partnership or the time the Limited Partners have withdrawn their Capital Contributions, whichever first occurs.

Section 6.5 Assessments. Limited Partners will not be subject to assessments for contributions to the capital of the Partnership in excess of the Capital Contribution required by Sections 6.2 and 6.3 of this Agreement.

Section 6.6 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

Section 6.7 No Voluntary Capital Contributions. No Limited Partner shall have the right to make voluntary contributions to the capital of the Partnership.

Section 6.8 Additional Working Capital. The General Partner agrees either to provide or attempt to arrange for working capital loans to the Partnership as the effective operation of the Partnership, as contemplated by Article III hereof may require. Any such loans may be evidenced by promissory notes containing terms, interest rates, maturities, and security as the General Partner, in its sole discretion, shall determine; provided that if the General Partner provides such loans, the terms of such loans shall be substantially similar to those terms which might be arranged with a non-Affiliate lender. The General Partner may pledge or grant security interests in any and all of the Partnership’s assets as security for any indebtedness of the Partnership.

ARTICLE VII

EXPENSES OF THE PARTNERSHIP

Section 7.1 Compensation to General Partner as General Partner. Is consideration of the General Partner’s provision of management, administration, purchasing and other services and support, financial and otherwise, to the Partnership, the General Partner will be paid a management fee of 5% of the Gross Revenues, paid on a monthly basis. The General Partner shall receive no other direct compensation or fees for acting as the general partner of the Partnership.

Section 7.2 Reimbursement of Expenses Incurred by the General Partner. The General Partner may charge the Partnership for all direct costs and expenses incurred by it in connection with the Partnership’s business, including legal and accounting expenses.

Section 7.3 Organizational and Offering Expenses. All expenses incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

Section 7.4 Fees and Rentals Receivable by the General Partner or an Affiliate of the General Partner. The General Partner or Affiliates of the General Partner will receive from the Partnership, on the terms and conditions hereinafter set forth, certain rentals, fees and revenues, which shall be in addition to the interest of the General Partner in the taxable income and loss, Available Cash Flow and Sale Proceeds of the Partnership. The Initial Limited Partner and each Limited Partner, upon the execution of this Agreement, hereby approves, consents to, and ratifies all the arrangements pursuant to which the fees, rentals, and revenues described hereinafter are to be paid. The General Partner and/or its subsidiaries and Affiliates are engaged in the business of selling and renting durable medical and other rehabilitation equipment and supplies. It is contemplated that to the extent the General Partner and/or such Affiliates of the General Partner can provide to the Partnership equipment and supplies as may be needed to equip and operate the Center, such equipment and supplies will be purchased and/or leased from the General Partner and/or such Affiliates of the General Partner. All such equipment and supplies purchased or rented by the Partnership from the General Partner or an Affiliate of the General Partner shall be sold to and purchased or rented by the Partnership at competitive local rates.

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS;

CASH DISTRIBUTIONS

Section 8.1 Capital Accounts. Each Partner shall have a capital account to which such Partner’s Capital Contribution shall be credited. Each Partner’s share of the income or loss of the Partnership shall be credited or charged at least annually to such Partner’s capital account. All cash distributions to a Partner shall be charged to such Partner’s capital account. No interest shall be payable on the capital accounts of the Partners.

Section 8.2 Allocation of Net Income or Net Loss. Income and loss of the Partnership shall be determined in accordance with the rules for determining Federal taxable income and loss. With respect to each fiscal year the General Partner shall be allocated the percentage of all amounts of income, gain, loss or deduction for the year equal to the General Partnership Percentage and the Limited Partners shall be allocated the percentage of all amounts of income, gain, loss or deduction for the year equal to the aggregate Limited Partnership Percentage, subject to the provisions of Section 8.6. If property other than cash is distributed by the Partnership, the capital accounts of the Partners shall be adjusted to reflect how much gain or loss would have been allocated to the respective Partners if the property had been sold at the value or values assigned thereto for purposes of making the distribution. Allocations to each Limited Partner shall be based on the number of Units owned by such Limited Partner.

Section 8.3 Distribution of Available Cash Flow. The General Partner shall distribute an amount of the Available Cash Flow of the Partnership to the General Partner determined by multiplying the General Partnership Percentage by the amount of the Available Cash Flow, and shall distribute the remaining Available Cash Flow, equal to the aggregate Limited Partnership Percentage, to the Limited Partners at the time the distribution is made; provided, however, to the extent any amount of a cash distribution would create or increase a deficit in the capital account of any Partner, such amount shall not be distributed to such Partner but shall be distributed to the other Partners in proportion to the amount of the distributions to such other Partners without regard to this proviso. Such distributions shall be made in quarterly installments within 45 days after the end of each calendar quarter or at such time or times as the General Partner shall deem practicable. The General Partner shall have the right to withhold any distribution of Available Cash Flow if it deems it to be in the best interest of the Partnership to do so.

Section 8.4 Distribution of Sale Proceeds. The General Partner shall distribute an amount of the Sale Proceeds to the General Partner determined by multiplying the General Partnership Percentage by the amount of the Sale Proceeds, and the remaining Sale Proceeds, equal to the aggregate Limited Partnership Percentage, to the Limited Partners at the time of the distribution; provided, however, that to the extent that any amount of a cash distribution to any Partner would create or increase a deficit in the capital account of such Partner, such amount shall not be distributed to such Partner but shall be distributed to the other Partners in proportion to the amounts distributed to such other Partners without regard to this proviso. Such distribution shall be made as soon after the receipt by the Partnership of such Sale Proceeds as the General Partner deems practicable.

Section 8.5 Consequences of Distributions. Upon the determination to distribute funds in any manner expressly provided is this Article VIII, made in good faith, the General Partner shall incur no liability on account of such distribution, even though such distribution may have resulted in the Partnership retaining insufficient funds for the operation of its business, which insufficiency resulted in loss to the Partnership or necessitated the borrowing of funds by the Partnership.

Section 8.6 Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership. If one or more Units are transferred during any fiscal year of the Partnership, the net income or net loss attributable to such Unit or Units for

such fiscal year shall be divided and allocated between the transferor and the transferee based on the time each such party was, according to the books and records of the Partnership, the owner of record of the Unit or Units transferred during the year in which the transfer occurs. Distributions of Partnership assets in respect of Units shall be made only to persons who, according to the books and records of the Partnership, are the owners of such Units on a date selected by the General Partner. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence whether or not the General Partner or the Partnership has knowledge or notice of any transfer of ownership of any Unit or Units. For purposes of the foregoing, in the case of a transfer of a Unit, and also in the case of a sale of a Unit by the Partnership (except for the first time any Person or Persons other than the Organizational Limited Partner or the Initial Limited Partner is admitted to the Partnership as a Limited Partner or Limited Partners), a Limited Partner who becomes a Limited Partner or who acquires a Unit according to the books and records of the Partnership after the 15th day of a month will be treated as becoming a Limited Partner or acquiring such Unit on the first day of the following month, and a Limited Partner who becomes a Limited Partner or who acquires a Unit according to the books and records of the Partnership during the first 15 days of a month shall be treated as becoming a Limited Partner or acquiring such Units on the first day of the month. In the case of a sale of a Unit by the Partnership (except for the first time any Person or Persons other than the Organizational Limited Partner or the Initial Limited Partner is admitted to the Partnership as a Limited Partner or Limited Partners), the General Partner shall have the right to allocate net income, net loss and Available Cash Flow to the purchaser of such Unit as of the date such purchaser fully executes and delivers a Subscription Agreement.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER

Section 9.1 Powers. The management and control of the Partnership and its business and affairs shall rest exclusively with the General Partner, which shall have all the rights and powers which may be possessed by a general partner pursuant to the Act, and such additional rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of its duties under this Agreement. The General Partner shall be the “tax matters partner” within the meaning of the Code. Without limiting the generality of the foregoing, the General Partner may, at the cost, expense and risk of the Partnership:

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(b) lease, sublease, hold, manage, own and operate the Center, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(f) pledge, grant security interests in, hypothecate or otherwise en-camber, under such terms and conditions as the General Partner deems to be in the best interest of the Partnership, any of the assets of the Partnership as security for indebtedness or other obligations of the Partnership; provided that no Limited Partner (except the General Partner in its capacity as the General Partner) shall receive or hold as collateral security any partnership property for any debt owed to such Limited Partner by the Partnership or the General Partner;

(g) subject to the provisions of Section 9.4(vii) of this Agreement, sell or otherwise dispose of, under such terms and conditions as the General Partner deems advisable for the Partnership, or for any purpose convenient or beneficial to the Partnership, any of the assets of the Partnership;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations;

(i) delegate all and any of its duties hereunder and, in furtherance of any delegation, appoint, employ, or contract with any person (including Affiliates of the General Partner) for the transaction of the business of the Partnership, which persons may, under the supervision of the General Partner, act as consultants, accountants, attorneys, brokers, escrow agents, leasing agents, or in any other capacity deemed by the General Partner necessary or desirable, and pay appropriate fees to any of such persons.

Section 9.2 Independent Activities. The General Partner may engage in whatever activities it chooses, whether or not the same be competitive with the Partnership, without having or incurring any obligation to offer any interest in such activities to the Partnership or any party hereto, and, as a material part of the consideration for the General Partner’s execution hereof and for the consent of the General Partner to the admission of each Limited Partner, each Limited Partner hereby waives, relinquishes and renounces any such right or claim of participation. The Partnership shall be considered to be an entity and business wholly separate, for all purposes, from the business and affairs of the General Partner, it being understood that the only obligations undertaken by the General Partner are those expressly provided in this Agreement and those which are inherent to the role of a general partner.

Section 9.3 Duties. The General Partner shall manage and control the Partnership, its business and affairs, to the best of its ability and shall use its best efforts to carry out the business of the Partnership. The General Partner shall devote itself to the business of the Partnership to the extent that it, in its discretion, deems necessary for the efficient carrying on thereof. The General Partner shall act as a fiduciary with respect to the safekeeping and use of the funds and assets of the Partnership.

Section 9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the consent of Limited Partners holding 50% of the aggregate Limited Partnership Percentage, or such greater Limited Partnership Percentage as is required under the Act, the General Partner shall not:

(i) act in contravention of this Agreement;

(ii) except as provided in Article XII and Article XIII of this Agreement, do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) possess Partnership property, or assign any rights in specific Partnership property, including any assignment for the benefit of Partnership creditors, for other than a Partnership purpose;

(v) admit at a person as a Limited Partner other than as provided in this Agreement;

(vi) amend this Agreement;

(vii) sell or transfer all or substantially all of the assets of the Partnership, except as provided in Section 9.1(f) of this Agreement; or

(viii) incur any Partnership indebtedness other than (A) indebtedness incurred in the ordinary course of business of the Partnership, and (B) indebtedness incurred or assumed in connection with the operation of the Center, including the leasing or purchasing of the property and equipment necessary to operate the Center.

Section 9.5 Net Worth of the General Partner. The General Partner shall have and maintain at all times during which it is the general partner of the Partnership a net worth which is sufficient to conduct the business of the Partnership in a prudent manner and to comply with any requirements of the Code or the regulations thereunder or interpretations of the Internal Revenue Service thereof necessary to avoid the taxation of the Partnership as an association taxable as a corporation.

Section 9.6 Indemnification. Neither the General Partner nor any of its Affiliates, officers, directors, employees or agents shall be liable to the Partnership or any Limited Partners for any action or inaction of the General Partner in connection with the business or affairs of the Partnership, so long as the person against whom liability is asserted acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership, but only if such course of conduct does not constitute gross negligence or willful misconduct. The General Partner and its Affiliates, officers, directors,

employees and agents shall be indemnified and held harmless by the Partnership for any claim, liability, damage, loss, or other expense (including, without limitation, investigating and defending any claims and lawsuits and settlement thereof, and legal and accounting costs in connection therewith) incurred by them solely by virtue of the performance by any of them of the duties of the General Partner acting as general partner in connection with the Partnership’s business, so long as such indemnified person acted in good faith on behalf of the Partnership and in a manner reasonably believed by such person to be in the best interests of the Partnership, but only if such course of conduct does not constitute gross negligence or willful misconduct; provided that such indemnification or agreement to hold harmless shall be recoverable only out of assets of the Partnership and not from the Limited Partners.

Section 9.7 General Partner as Limited Partner. The General Partner may be a Limited Partner to the extent that it (a) contributes capital under Section 6.3, or (b) purchases or otherwise acquires or becomes the transferee of all or any part of a Limited Partnership Interest. The General Partner’s Capital Contributions pursuant to Section 6.1 shall be made solely in its capacity as general partner and shall not entitle the General Partner to any rights as a Limited Partner.

Section 9.8 Succession as General Partner. The General Partner may at any time assign its General Partnership Interest to any subsidiary or other Affiliate of the General Partner without the consent of the Limited Partners. Any corporation into which the General Partner may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the General Partner shall be a party, shall be the successor of the General Partner hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In any such event, the General Partner shall amend the Certificate within 30 days thereafter.

Section 9.9 Center Medical Advisory Committee. The Partnership may have a Medical Advisory Committee, which shall consist of members selected by the General Partner. The Committee shall make recommendations to the General Partner with respect to matters pertaining to clinical and medical policies and procedures at the Center. The decision of the General Partner with respect to any matter considered by the Committee, however, shall be final and binding upon all Partners and the Partnership.

ARTICLE X

STATUS OF LIMITED PARTNERS

Section 10.1 No Participation in Management. No Limited Partner shall take part in the management of the business of the Partnership, transact any business for the Partnership, have the power to sign for or to bind the Partnership to any agreement or document, or otherwise act as an agent for the Partnership for any purpose. Such powers to manage and transact Partnership business, to bind or otherwise act as the agent of the Partnership are vested solely and exclusively in the General Partner.

Section 10.2 Limited Liability. No Limited Partner shall have any personal liability whatsoever, whether to the Partnership, to the Partners or to the creditors of the

Partnership, for the debts of the Partnership or any of its losses beyond the amount committed by him to the capital of the Partnership, as set forth in Sections 6.2 and 6.3, and his share of undistributed profits. Each Unit shall be fully paid and nonassessable, and no Limited Partner shall have any personal liability whatsoever to another Limited Partner on account of his Capital Contribution or to the General Partner for any deficit in such Limited Partner’s capital account.

Section 10.3 Eligibility of Limited Partners. Without the prior written consent of the General Partner, which may be withheld in its sole discretion, no Person shall be eligible to be a Limited Partner, or a member, partner or shareholder of a Limited Partner which is not an individual, unless, at the time such Person purchases or otherwise acquires a Unit, such Person shall meet the requirements contained in Section 11.1(a) below, and shall have agreed to be bound by all the terms and conditions of this Agreement and such other terms and conditions as the General Partner may reasonably request. Without limiting the generality of the foregoing, the General Partner may require certain representations and warranties from a Limited Partner in order to comply with federal, state or local laws and regulations concerning the purchase and sale of securities, tax consequences and other matters applicable to the Partnership or the General Partner.

Section 10.4 Investment Intent. Each Limited Partner represents and warrants to the Partnership and to the General Partner that he has acquired his Units and interest in the Partnership for investment solely for his own account with the intention of holding such Units and interest for investment, without any intention of participating directly or indirectly in any distribution of any portion of such Units or interest, and without the financial participation of any other person in acquiring his Units or interest in the Partnership.

Section 10.5 Unregistered Limited Partnership Interests. Each Limited Partner acknowledges that he is aware that his Units and interest in the Partnership have not been registered under the United States Securities Act of 1933, or under any state securities laws. Each Limited Partner further acknowledges that his representations and warranties contained in this Agreement are being relied upon by the Partnership and by the General Partner as the basis for the exemption of the Limited Partners’ Units and interests in the Partnership from the registration requirements of applicable securities laws. Each Limited Partner further acknowledges that the Partnership will not recognize, and has no obligation to recognize, any sale, transfer or assignment of all or any part of his Units or interest in the Partnership to any person unless and until the provisions of Section 11 hereof have been fully satisfied.

Section 10.6 Nature of Investment. Each Limited Partner acknowledges that prior to his execution of this Agreement, he received a copy of this Agreement and such other documents relating to the Partnership, the General Partner and the proposed activities of the Partnership as he deems relevant to his investment in the Partnership and that he has examined such documents or caused such documents to be examined by his attorney and financial advisers. Each Limited Partner acknowledges that he understands that the purchase of his interest in the Partnership is a speculative investment involving a high degree of risk and represents that he has a net worth sufficient to bear the economic risk of his investment in the Partnership and to justify his investing in a highly speculative venture such as the Partnership.

ARTICLE XI

TRANSFER OF INTERESTS IN THE PARTNERSHIP

Section 11.1 In General. Subject to the rights of first refusal granted to the General Partner, the Partnership and the Limited Partners below, a Limited Partner may sell, assign or otherwise transfer any or all of the Units owned by him; provided, however, that:

(a) such Limited Partner shall not sell, assign or otherwise transfer any Unit unless the sale, assignment or transfer is made to an individual who is a resident of the State of New Hampshire or a corporation, partnership, trust or similar entity which is qualified to do business in the State of New Hampshire;

(c) such Limited Partner pays the Partnership a transfer fee which is sufficient to pay all reasonable expenses of the Partnership and the General Partner in connection with such transaction;

provided, further, that such purchaser, assignee, or transferee shall not become a substituted Limited Partner within the meaning of the Act unless the General Partner consents in writing to such person becoming a substituted Limited Partner, which consent may be given or withheld, in the sole discretion of the General Partner. Neither the Partnership nor the General Partner shall recognize or be bound by any We, assignment or transfer of any Unit unless the General Partner consents to such We, assignment or transfer in writing. The General Partner will not consent to any sale, assignment or transfer of any Unit or to the admission of any person as a substituted Limited Partner if, in its opinion, such consent and substitution would result in the Partnership’s being treated for Federal income tax purposes as an association taxable as a corporation, would result in a termination of the Partnership within the meaning of the Code, or would constitute a violation of any applicable Federal or state law pertaining to securities regulation.

Notwithstanding the foregoing, each Limited Partner agrees that at least 60 days prior to any sale, assignment or transfer (by operation of law or otherwise) of any Unit by him, such Limited Partner will give written notice thereof to the General Partner and all Limited Partners, including the name of the proposed purchaser, assignee or transferee and all of the terms, conditions and other material details of such proposed sale, assignment or transfer. The General Partner shall have a right of first refusal for its own account for 30 days after receipt by the General Partner of such written notice in which to elect to consummate such sale, transfer or assignment itself pursuant to the same terms, conditions and material details set forth in such notice. If the General Partner does so purchase the Unit, it may resell such Unit, at any time, on whatever terms and conditions it deems appropriate, without regard to the rights of first refusal set forth herein. If the General Partner fails to consummate the transaction during such 30-day period, the Partnership shall then have 10 days in which to consummate such sale, transfer or assignment pursuant to such terms, conditions and material details. If the Partnership does so

purchase the Unit, it may resell such Unit, at any time, on whatever terms and conditions it deems appropriate, without regard to the rights of first refusal set forth herein. If the Partnership fails to consummate the transaction during such 10-day period, the General Partner shall give written notice of such failure within two days of the expiration of the above 40-day period to all the Limited Partners. The Limited Partners shall then have 20 days from the end of the 40-day period in which to consummate such sale, transfer or assignment pursuant to such terms, conditions and material details in proportion to the pro rata Limited Partnership Interests of the Limited Partners participating in such purchase. If any Limited Partner does so purchase the Unit, such Limited Partner may resell such Unit only in accordance with the provisions of this Section 11.1. If none of the General Partner, the Partnership or the other Limited Partners consummate the transaction during such 60-day period, the selling Limited Partner shall then have 30 days in which to consummate such sale, transfer or assignment pursuant to such terms, conditions and material details and to such named purchaser. If the Limited Partner shall not consummate the sale, transfer or assignment during such 30-day period, such Unit shall again be subject to the rights of first refusal contained herein.

Section 11.2 Substituted Limited Partners. If none of the General Partner, the Partnership or the Limited Partners exercise their rights of first refusal and the General Partner consents to the admission of a Person as a substituted Limited Partner within the meaning of the Act, and such Person:

(a) elects to become a substituted Limited Partner by delivering a written notice of such election to the General Partner;

(b) executes and acknowledges such other instruments as the General Partner may deem necessary or advisable to effect the admission of such Person as a substituted Limited Partner, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement; and

(c) pays a transfer fee to the Partnership which is sufficient to cover all reasonable expenses connected with the admission of such Person as a substituted Limited Partner within the meaning of the Act, including, without limitation, the cost of preparing, printing and filing for record an amendment to the Certificate in accordance with the Act;

then the General Partner shall amend the Certificate in accordance with the provisions of the Act and shall take all other steps which, in the opinion of the General Partner, are reasonably necessary to admit such person as a substituted Limited Partner under the Act. The General Partner shall file an amendment to the Certificate as required by the Act to effect the admission of a substituted Limited Partner not later than 30 days following compliance with the conditions of this Section 11.2. Such Person shall thereupon become a substituted Limited Partner within the meaning of the Act.

Section 11.3 Purchase of Units by the General Partner. The General Partner may acquire one or more Units owned by, or reserved for, Limited Partners, and, if with respect to such additional Unit or Units the General Partner becomes a Limited Partner within the meaning of the Act, the General Partner shall, with respect to such Unit or Units, enjoy all the rights and be subject to all the obligations and duties of a Limited Partner. Any Limited

Partnership Interest owned by the General Partner may be sold, in whole or in part, by the General Partner, on whatever terms and conditions it deems appropriate, without regard to the rights of first refusal set forth in Section 11.1 hereof.

Section 11.4 Involuntary Transfer of Partner’s Interest. (a) If any Limited Partner, or substantially all of the Persons who are members, partners or shareholders of a Limited Partner which is not an individual, shall be adjudicated a bankrupt or make a general assignment for the benefit of creditors or take the benefit of any insolvency act, or if a permanent receiver or trustee in bankruptcy be appointed for any such Limited Partner’s property, or if a temporary receiver be appointed for any Limited Partner and such appointment is not vacated or set aside within 60 days from the date of such appointment, or if any Limited Partner, or a Person who is a member, partner or shareholder of a Limited Partner which is not an individual, violates Sections 17.2, 17.3 or 17.4 of this Agreement, or in the event of any involuntary transfer of a Limited Partner’s interest, or any attempted transfer or other devolution of the interest of any Limited Partner in the Partnership except as specifically provided herein, then such Limited Partner shall become a “defaulting Partner” (which term as used herein shall include any successor to or assignee of the defaulting Partner).

(b) The General Partner may cause the Partnership to purchase the Limited Partnership Interest of a defaulting Partner of the Partnership at the prices and upon the terms specified in Section 11.5 below at a closing which shall be held at the principal office of the Partnership within 120 days following the giving of written notice to the defaulting Partner of the election to purchase such Partner’s Limited Partnership Interest after receiving appropriate releases and satisfactions.

Section 11.5 Purchase Price of Defaulting Partner’s Interest. If the General Partner shall elect to cause the Partnership to purchase the Limited Partnership Interest of a defaulting Partner pursuant to Section 11.4 above, the purchase price shall equal the value of said Limited Partnership Interest determined as follows:

(a) The Net Income per Unit of the defaulting Partner from the Partnership as shown upon Schedule K-l “Partner’s Share of Income, Credit, Deduction, Etc.” applicable to the Partnership for the immediately preceding fiscal year of the Partnership (“Net Income”) multiplied by 1.5; provided, however, if a defaulting Partner has been a Partner for a period of at least five years, such multiplier shall be 3; provided, further, that any Limited Partner in default because of a violation of Sections 17.2, 17.3 or 17.4 of this Agreement shall only receive an amount equal to the lower of the above purchase price or the net book value of his Limited Partnership Interest.

(b) To the extent not previously taken into account pursuant to this Section 11.5, the purchase price shall be reduced by the amount of any obligation then due the Partnership by the defaulting Partner (all obligations of the defaulting Partner shall become immediately due and payable immediately preceding liquidation of the defaulting Partner’s interest), and the excess (if any) of such obligations over the value of such Partner’s interest shall be immediately due and payable to the Partnership by such Partner.

(c) At the closing of the transfer of the Limited Partnership Interest, the Partnership shall pay in cash to the defaulting Partner 20% of the purchase price (net after reduction for any obligations owed by the Partner to the Partnership as above provided), and the balance of the purchase price shall be evidenced by the Partnership’s non-negotiable promissory note payable in eight approximately equal quarterly installments of principal, the first of which installments shall be due and payable three months after the closing, with the remainder being due and payable serially each three months thereafter. The unpaid balance shall bear interest at a rate equal to the lower of (x) the prime rate of Citibank, NA, New York, New York on the date of closing, or (y) 8% per annum, payable quarterly with each installment of principal. The note shall contain provisions for (i) the acceleration of the entire unpaid balance of principal and accrued interest at the option of the holder in the event of default in payment of any principal or interest when due, (ii) the payment of reasonable attorneys’ fees in the event of default, (iii) the prepayment of all or part of the unpaid principal (any prepayment being first applied to then accrued interest), and (iv) no prepayment during the taxable year in which the liquidation of the Limited Partnership Interest occurs.

(d) All determinations and allocations required under this Section 11.5 shall be made by the Partnership’s Accountants and any such determination or allocation so made shall be binding on all parties. For the purpose of the computations required in determining the defaulting Partner’s Limited Partnership Interest, the books of the Partnership and its Affiliates shall be accepted as correct.

(e) No payment other than those specifically provided for herein shall be due or payable with respect to the interest of the defaulting Partner. Any debt due by the Partnership to the defaulting Partner shall be payable according to its terms.

Section 11.6 Repurchase of Units from Initial Limited Partner . In the event that the Initial Limited Partner shall desire to terminate its interest in the Partnership, the General Partner and the Initial Limited Partner shall negotiate in good faith to ascertain a fair market price for the repurchase of the Units held by the Initial Limited Partner by the Partnership, or the purchase thereof by the General Partner.

ARTICLE XII

RESIGNATION OF THE GENERAL PARTNER

Section 12.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 12.2 of this Agreement.

Section 12.2 Notice of Resignations. Written notice of the resignation of the General Partner shall be given by the General Partner to the Limited Partners. Such notice shall set forth the day upon which the resignation is to become effective, which date shall not be less than 120 days after such notice is given to the parties being notified.

Section 12.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation shall cease and the Partnership

shall promptly take all steps reasonably necessary under the Act to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 13.2 of this Agreement. Upon resignation, the General Partner shall receive its original Capital Contribution, the payment of any indebtedness of the Partnership owed it, plus any unpaid Available Cash Flow allocated to its capital account and its share of any Sale Proceeds as provided in Section 8.4 hereof up to the date of resignation.

ARTICLE XIII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

Section 13.1 Dissolution of the Partnership. The resignation of the General Partner shall cause a dissolution of the Partnership. The Partnership shall also be dissolved upon (a) the final judgment by a court having jurisdiction over the General Partner adjudicating the General Partner to be bankrupt, or (b) the expiration of the term of the Partnership. In no event shall the death of any Limited Partner result in dissolution of the Partnership.

Section 13.2 Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided in the Act; provided, however, that after payment of all Partnership debts, obligations and liabilities, there shall be distributed to each Partner the balance in his capital account, and the retraining assets of the Partnership, if any, shall be distributed according to the Partners’ share of profit and loss of the Partnership.

ARTICLE XIV

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR, BANKING AND TAX ELECTION

Section 14.1 Books of Account. The Partnership’s books and records (including a current list of the names and addresses of all Limited Partners) and an executed copy of this Agreement, as currently in effect, shall be maintained at the principal office of the Partnership in Birmingham, Alabama and each Partner shall have access thereto at all reasonable times. The books and records shall be kept by the General Partner using an appropriate method of accounting consistently applied and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership’s business. The General Partner shall also keep adequate Federal income tax records using an appropriate method of accounting on a basis consistently applied. Each Limited Partner hereby designates the General Partner to maintain the list required under Section 6112 of the Code and agrees to submit to the General Partner the name, address and social security or taxpayer identification number of a transferee of the Limited Partner and the date of transfer of the Unit or Units so transferred.

Section 14.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

(b) An annual report within 90 days after the end of each of the Partnership’s fiscal years containing: (i) a balance sheet as of the end of the fiscal year, a

statement of income, partners’ equity and changes in financial position and a cash flow statement for the year then ended, all of which, except for the cash flow statement, shall be prepared in accordance with generally accepted accounting principles, and (ii) a report of the activities of the Partnership during the period covered by the report. Such report will set forth distributions to the Limited Partners for the period covered thereby, and shall separately identify distributions from Available Cash Flow during the period, amounts which had been held as reserves and proceeds from disposition or sublease of assets, if any. The report shall also include a detailed statement of any transaction with the General Partner of the Partnership or its Affiliates and of commissions, compensation and other benefits paid, or accrued to such General Partner or its Affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed; and

Section 14.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

Section 14.4 Banking. All funds of the partnership shall be initially deposited in a separate bank account or accounts or in an account or accounts of a savings and loan association as shall be determined by the General Partner, but such funds may be invested as provided in Section 9.1(h) of this Agreement.

Section 14.5 Tax Election. Upon the transfer of an interest in the Partnership or in the event of a distribution of the Partnership’s property, the Partnership may elect, but is not required to elect, pursuant to Section 754 of the Code to adjust the basis of the Partnership’s property as allowed by Sections 734(b) and 743(b) thereof. The General Partner shall have the sole authority and discretion to make such an election. There shall be no requirement that the General Partner make such an election.

Section 14.6 Tax Returns. The General Partner shall, for each fiscal year, file on behalf of the Partnership with the Internal Revenue Service a Partnership Return within the time prescribed by law (including any extensions) for such filing. The General Partner shall also file on behalf of the Partnership such state and/or local income tax returns as may be required by law.

Section 14.7 Special Provisions with Respect to Initial Limited Partner. With respect to the Initial Limited Partner only, the provisions of Section 17.4 shall be deemed to control over the foregoing sections 14.1 and 14.2.

ARTICLE XV

POWER OF ATTORNEY

Section 15.1 Appointment of Attorney-In-Fact. Each Limited Partner hereby makes, constitutes and appoints the General Partner and any officer thereof with full power of substitution and resubstitution, his agent and attorney-in fact to sign, execute, certify, acknowledge and file for record the Certificate as required by the Act, and to sign, execute,

certify, acknowledge and file for record any other instruments which may be required of the Partnership or of the Limited Partners by law, including, but not limited to, amendments to or cancellations of the Certificate and specifically including the amendments to the Agreement and the Certificate admitting Limited Partners to the Partnership as Limited Partners. Each Limited Partner authorizes such attorney-in fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with the foregoing, hereby giving such attorney-in-fact full power and authority to act to the same extent as if such Limited Partner were himself personally present and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

Section 15.2 Effect of Power. The power of attorney pursuant to Section 15.1 of this Agreement:

(a) is a special power of attorney, coupled with an interest, is irrevocable, and shall survive the death, insanity, or incapacity of the granting Limited Partner.

(b) may be exercised by such attorney-in-fact for each Limited Partner by listing or describing the Limited Partners executing any agreement, certificate, instrument or document with the single signature of such attorney-in-fact as attorney-in-fact for all of them; and

(c) shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of his interest is the Partnership, except that where the purchaser, transferee or assignee thereof is to be admitted as a substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling such attorney-in-fact to sign, execute, certify, acknowledge, and file any such agreement, certificate, instrument, or document necessary to effect such substitution.

ARTICLE XVI

MEETINGS AND MEANS OF VOTING

Meetings of the Partners may be called by the General Partner, or Limited Partners holding an aggregate Limited Partnership Percentage of at least 25% for any matter. The General Partner shall call a meeting of the Partners to be held not later than 60 days following the receipt by the General Partner of any notice of adjustments of Partnership income or expenses issued by the Internal Revenue Service in connection with an audit of any Partnership Return, such meeting to determine the appropriate action to be taken, including without limitation, the forum of any litigation contesting the notice. The notice of any meeting called under this Article XVI shall state the nature of the business to be transacted. Notice of any such meeting shall be delivered by the General Partner within ten days of its calling to all Partners in the manner prescribed in Section 17.1 of this Agreement and such meeting shall be held not less than 15 days nor more than 60 days after such notice. Partners may vote in person or by proxy at any such meeting. Any matters presented to the Limited Partners for their vote shall be determined by Limited Partners holding 50% of the aggregate Limited Partnership Percentage or such greater Limited Partnership Percentage as is required herein or under the Act. Whenever the vote or consent of Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of Partners or may be given in writing in accordance with the procedure for obtaining written votes prescribed in Section 17.8 of this Agreement.

ARTICLE XVII

MISCELLANEOUS

Section 17.1 Notice. Except as otherwise specifically provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of the Agreement shall be duly given if delivered in writing personally to the person to whom it is directed, or if sent by United States certified mail return receipt requested or overnight express, as follows: if to the General Partner, at its address set forth in Section 5.1 of this Agreement or to such other address as the General Partner may from time to time specify by written notice to the Limited Partners pursuant to this Section 17.1, and if to a Limited Partner, at such Limited Partner’s address set forth in Appendix A hereto, or to such other address as such Limited Partner may from time to time specify by written notice to the General Partner and all other Limited Partners pursuant to this Section 17.1. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or as of the date on which the same was received, or in the event delivery is refused, the date such was deposited in the United States mail or with the overnight express company, postage prepaid, addressed and sent as aforesaid.

Section 17.2 Non-Competition of Limited Partners. Without the express prior written consent of the General Partner, no Limited Partner, or any Person who is a member, partner or shareholder of a Limited Partner which is not an individual, shall, directly or indirectly, be an officer, director, contractor or employee or consultant of or have any direct or indirect ownership interest in any business or entity competing with the Partnership, the General Partner or any Affiliate of the General Partner in the development, management or operation of an inpatient rehabilitation business within the Metropolitan Area of Concord, New Hampshire, so long as such Person is a Limited Partner of the Partnership and for two years from the date such Limited Partner ceases to be a Partner of the Partnership; provided, however, that no Limited Partner, or any Person who is a member, partner or shareholder of a Limited Partner which is not an individual, shall be prevented from holding any position which does not compete with the rehabilitation business of the Partnership on the medical staff of any acute-care hospital. This provision shall not be construed to restrict any Limited Partner, or any Person who is a member, partner or shareholder of a Limited Partner which is not an individual, from being able to personally perform outpatient care in his office or in any other location he may desire at any time, nor shall this provision restrict any Limited Partner or other Person from referring patients to any business which may compete with the Partnership. Further, it is expressly acknowledged and agreed that certain shareholders or affiliates of the Initial Limited Partner have an ownership interest in Neuro-Rehab Associates, Inc. d/b/a Northeast Rehab Hospital (“Northeast”) and the provisions of this Section 17.2 shall not be construed to prohibit or restrict activities of members, partners, shareholders or affiliates of the Initial Limited Partner with respect to Northeast’s operations or activities, whether existing now or in the future. The provisions of this Section 17.2 shall not apply to the General Partner if the General Partner shall be the owner of a Limited Partnership Interest.

Section 17.3 Employees of the General Partner or the Center. Without the express prior written consent of the General Partner, no Limited Partner, or any Person who is a member, partner or shareholder of a Limited Partner which is not an individual, during the term of this Agreement, and for a period of two years after such Person ceases to be a Limited Partner, will, directly or indirectly, hire, contract with or be in any way associated with any employee or former employee of the General Partner or the Center or any of their Affiliates. Each Limited Partner agrees that the hiring of any such employee or any attempt to induce any such employee to terminate his or her employment with the General Partner, the Center or any of the Affiliates shall be a breach of this restrictive covenant and shall entitle the aggrieved party to injunctive relief without necessity of bond, all in addition to any other rights to which such aggrieved party is entitled. The provisions of this Section 17.3 shall not apply to the General Partner if the General Partner shall be the owner of a Limited Partnership Interest.

Section 17.4 Confidential Information. (a) At no time during the term of this Agreement or after the date that this Agreement shall terminate shall any Limited Partner, or any Person who is a member, partner or shareholder of a Limited Partner which is not an individual, disclose to anyone any confidential or secret information concerning (a) the business, patients, affairs or operations, (b) any trade secrets, new product developments, special or unique processes or methods, or (c) any marketing, sales, advertising or other concepts or plans, of the General Partner, the Center or any of their subsidiaries or Affiliates. Each Limited Partner hereby acknowledges that in the event that he or any of his partners, employees or agents engage in activities within the limitations of this Section 17.4, money damages alone shall be an inadequate remedy, and such Limited Partner agrees that the aggrieved party shall be entitled to obtain, in addition to any other remedy provided by law or equity, an injunction against the violation of the Limited Partner’s obligation to such party hereunder. The provisions of this Section 17.4 shall not apply to the General Partner if the General Partner shall be the owner of a Limited Partnership Interest.

(b) Subject to the provisions of Section 17.4(c) below, it is agreed by all parties hereto that the Initial Limited Partner (or its members, partners, shareholders or affiliates) shall not be deemed to be in violation of Section 17.4(a) above as a result of activities and actions of Northeast, inasmuch as those are beyond the control of the Initial Limited Partner and its members, partners, shareholders and affiliates.

(c) The Initial Limited Partner, on behalf of itself and its members, partners, shareholders and affiliates, hereby waives any and all rights to receive any information concerning the Partnership, the Center and the business, financial condition, operations and plans of either thereof, other than the right to receive a copy of the Partnership Return and other tax returns filed pursuant to Section 14.6 and the report specified in Section 14.2(a). This waiver is intended to encompass a waiver of all rights to receive information granted under Article XIV or other provisions of this Agreement, under the Act, and under any other applicable statutes, rules or regulations. The General Partner agrees to use its best efforts to ensure that the Initial Limited Partner does not receive any such information. In the event that, notwithstanding the foregoing waiver, the Initial Limited Partner shall request or demand, whether by action at law or in equity or otherwise, any information other than the aforesaid tax returns and report, the provisions of Section 17.4(a) above shall apply to any of the requested or demanded information that is given to the Initial Limited Partner, without regard to Sections 17.4(b) and 17.4(c). Any such request or

demand by the Initial Limited Partner shall be in writing, and any information disclosed by the General Partner pursuant to such a request or demand shall be identified in writing by the General Partner as confidential information subject to the provisions of Section 17.4(a).

Section 17.5 Additional Facilities. The General Partner shall be permitted to manage or own additional rehabilitation facilities in the Metropolitan Area of Concord, New Hampshire and elsewhere.

Section 17.6 Section Captions. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

Section 17.7 Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

Section 17.8 Amendments. Amendments to this Agreement may be proposed by the General Partner. Following such proposal, the General Partner shall submit to the Limited Partners a verbatim statement of any proposed amendment and may include in any such submission its recommendation as to the proposed amendment. The General Partner shall seek the written vote of the Limited Partners on the proposed amendment or shall call a meeting of the Partners pursuant to Article XVI of this Agreement to vote thereon and to transact any other business permitted by the Act to be transacted by the Limited Partners that they may deem appropriate. For purposes of obtaining a written vote, the General Partner may require response within a specified time, but not less than 30 days, and failure to respond in such time shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. A proposed amendment shall be adopted and effective as an amendment to this Agreement if it receives the affirmative vote of the General Partner and the Limited Partners holding 50% of the aggregate Limited Partnership Percentage or such greater Limited Partnership Percentage as is required under the Act.

Section 17.9 Right to Rely Upon the Authority of the General Partner. No person dealing with the General Partner shall be required to determine its authority to make any commitment or undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. In addition, no purchaser of the Center or any other property of the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchaser shall have received written notice from the Partnership affecting the same.

Section 17.10 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

Section 17.11 Waiver of Action for Partition. Each Partner irrevocably waives during the term of the Partnership and during the period of its liquidation following any dissolution, any right to maintain any action for partition with respect to any of the assets of the Partnership.

Section 17.12 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

Section 17.13 Parties in Interest. Except as provided in Article XI of this Agreement, this Agreement shall be binding upon the parties hereto and their successors, heirs, devisees, assigns, Legal representatives, executors and administrators.

Section 17.14 Construction of Pronouns. The feminine or neuter of the words “he”, “his” and “him” used herein shall be automatically deemed to have been substituted for such words where appropriate to the particular Limited Partner executing this Agreement.

Section 17.15 Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions, representations or warranties among the parties other than those set forth herein or herein provided for.


GENERAL PARTNER

HEALTHSOUTH Rehabilitation Corporation, General Partner

By:		Richard M. Scrushy
		Richard M. Scrushy,
		Chairman of the Board, President and Chief Executive Officer

INITIAL LIMITED PARTNER

REHAB ASSOCIATES OF NEW ENGLAND

By		Merrimack Valley Rehab of N.H., Inc.,
		General Partner

By:
		Howard Gardner,
		President

APPENDIX A

to the

Agreement of Limited Partnership of

HEALTHSOUTH Rehabilitation Center

of New Hampshire, Ltd.

GENERAL PARTNER

Name

Mailing Address

General

Partnership

Interest

HEALTHSOUTH

Rehabilitation Corporation

Two Perimeter Park South, Birmingham, Alabama 36243

95%

INITIAL LIMITED PARTNER

Name

Mailing Address

Capital Contribution

Number of Units

Social Security or Taxpayer
Identification Number

Rehab

Associates of

New England

220 Sutton Street

North Andover,

MA 01845

$ -0-

EX-3.129 125 dex3129.htm ARTICLES OF INCORPORATION OF HEALTHSOUTH REHABILITATION CENTER, INC. Articles of Incorporation of HealthSouth Rehabilitation Center, Inc.

Exhibit 3.129

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF INCORPORATION

PEE DEE REGIONAL HEALTH CARE CENTER, INC.

(Fill This Form in

Duplicate Originals)

(Sect. 33-7-30 of 1978 Code)

(INSTRUCTIONS ON PAGE 4)

1.	The name of the proposed corporation is PEE DEE REGIONAL HEALTH CARE CENTER, INC.

2.	The initial registered office of the corporation is 1001 W. Evans Street, P. O. Box 1158 located in the city of Florence (29503) county of Florence and the State of South Carolina and the name of its initial registered agent at such address is Walter N. Lawson.

3.	The period of duration of the corporation shall be perpetual.

4.	The corporation is authorized to issue shares of stock as follows:


Class of shares	Authorized No. of such shares	Par Value
Common	100,000	$1.00

If shares are divided into two or more classes or if any class of shares is divided into series within a class, the relative rights, preferences and limitations of the shares of each class and of each series within a class, are as follows:

5.	Total authorized capital stock One Hundred Thousand ($100,000.00) Dollars Please see instructions on Page 4.

6.	The existence of the corporation shall begin as of the filing date with the Secretary of State.

7.	The number of directors constituting the initial board of Directors of the corporation is 3 and the names and addresses of the persons who are in service as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:


Walter N. Lawson				1001 W. Evans Street, Florence, S.C. 29503
Name				Address

Bryson F. Hill, Jr.				108 North Jefferson St., Huntsville, AL 35801
Name				Address

James M. Potter				2010 Highland Ave., Florence, S.C. 29502
Name				Address


Name				Address


Name				Address


Name				Address


Name				Address

8.	The general nature of the business for which the corporation is organized in:

To acquire, develop, construct, own, operate and/or sell health care facilities, including nursing homes; and to engage in any other business and activity not prohibited by law.

9.	Provisions with the incorporators elect to include in the articles of incorporation are as follows:

None.

10.	The name and address of each incorporator is:


Name	[Street and Apt. No.]	City	County	State
Walter N. Lawson	1001 W. Evans St.	Florence	Florence	South Carolina

(Signature of Incorporator)

(Type or Print Name)

(Signature of Incorporator)

(Type or Print Name)

STATE OF SOUTH CAROLINA

COUNTY OF FLORENCE

The undersigned Walter N. Lawson does hereby certify that he is incorporators of Pee Dee Regional Health Care Center, Inc. Corporation and are authorized to execute this verification; that each of the undersigned for himself does hereby further certify that he has read the foregoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief.

/s/ Walter N. Lawson

[illegible]

Walter N. Lawson

[illegible]

11.

I, Eric B. Amstutz, an attorney licensed to practice in the State of South Carolina, certify that the corporation to whose articles of incorporation this certificate is attached, has complied with the requirement of chapter 7 of Title 33 of the South Carolina Code of 1975, relating to the organization of corporations and that in my opinion, the corporation is organized for a lawful purpose.


Date	May 2, 1983	/s/Eric B. Amstutz
		(Signature)

		Eric B. Amstutz
		(Type or Print Name)

		Address	P.O. Box 10207
		Greenville, S.C. 29603

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF AMENDMENT

THE ARTICLES OF INCORPORATION OF

PEE DEE REGIONAL HEALTH CARE CENTER, INC.

(Fill This Form in Duplicate)

Pursuant to Authority of Section 33-15-10 the South Carolina Code of 1976 as amended, the undersigned Corporation adopts the following Articles of Amendments to its Articles of Incorporation:

1.	The name of the proposed corporation is Pee Dee Regional Health Care Center, Inc.

2.	The Registered Office of the corporation is 1001 W. Evans Street, P. O. Box 1156 in the city of Florence, County of Florence and the State of South Carolina and the name of the Registered Agent at such address is Walter N. Lawson.

(Complete item 3 or 4 whichever is relevant)

3.	a. The following Amendment of the Articles of Incorporation was adopted by the shareholders of the Corporation on June 20, 1986.

(Text of Amendment)

Article 1 of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

“The name of the Corporation is HEALTHSOUTH Rehabilitation Center Inc.

“2.

The registered office of the Corporation is 409 East North Street (29801) in the City of Greenville, County of Greenville and the State of South Carolina and the name of the Registered Agent at such address is C T Corporation System.”

At the date of adoption of the Amendment, the total number of all outstanding shares of the Corporation was 10,000. The total of such shares entitled to vote, and the vote of such shares was:


	Number of Shares Voted
Total number of Shares Entitled to Vote	For	Against
10,000 shares Common Stock	10,000	-0-

At the date of adoption of the Amendment, the number of outstanding shares of each class entitled to vote as a class on the Amendment, and the vote of such shares, was: (if inapplicable, insert “none”)


	Number of Shares Entitled to Vote	Number of Shares Voted
Class	Number of Shares Entitled to Vote	For	Against
Common Stock	10,000	10,000	-0-

4.	a. Prior to the organizational meeting the Corporation and with the consent of the subscribers, the following Amendment was adopted by the incorporator(s) on Not applicable.

(Text of Amendment)

The number of withdrawals of subscribers, if such be the case is

The number of incorporators are and the number voting for the Amendment was and the number voting against the Amendment was

5.	The manner, if not set fort in the Amendment, in which any exchange, reclassification, or cancellation or issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “no change”)

No Change

6.	The manner in which the Amendment effects a change in the amount of stated capital, and amount of stated capital, expressed in dollars, as changed by the Amendment, is as follows (if not applicable, insert “no change”)

No Change


Date September 24, 1986		PEE DEE REGIONAL HEALTH CARE CENTER, INC.
		(Name of Corporation)


		/s/ Richard M. Scrushy
		Richard M. Scrushy, President
Note: Any person signing this [illegible] opposite or beneath his signature, clearly and legibly state his name and the capacity in which he signs. Must be signed in accordance with Section [illegible] of the 1974 Code, as amended.
		/s/ Anthony J. Tanner
		Anthony J. Tanner, Secretary

STATE OF ALABAMA

COUNTY OF JEFFERSON

The undersigned Richard M. Scrushy and Anthony J. Tanner do hereby certify that they are the duly elected and acting President and Secretary respectively, of Pee Dee Regional Health Care Center, Inc. and are authorized to execute this document: that each of the undersigned for himself does hereby further certify that he signed and was so authorized, has read the foregoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief.

Dated at Birmingham, Alabama this 24th day of September, 1986.

/s/ Richard M. Scrushy

Richard M. Scrushy

/s/ Anthony J. Tanner

Anthony J. Tanner

EX-3.130 126 dex3130.htm BYLAWS OF HEALTHSOUTH REHABILITATION CENTER, INC. Bylaws of Healthsouth Rehabilitation Center, Inc.

Exhibit 3.130

Bylaws of

HEALTHSOUTH Rehabilitation Center, Inc.

a South Carolina Corporation

February 2006

BYLAWS

Name. Seal, Offices, Fiscal Year. Purpose

SECTION 1. NAME: The name of this corporation shall be HEALTHSOUTH Rehabilitation Center, Inc.

SECTION 2. SEAL: The seal of the corporation shall be in such form, and shall contain such symbols and wording as the board of directors may from time to time adopt; however, the corporate seal shall not be required to be affixed to validate actions of the corporation.

SECTION 3. REGISTERED OFFICE: The corporation shall maintain a registered office as required by statute, at which it shall maintain a registered agent. The registered office may, but need not, be identical with the principal office and the address of the registered office may be changed from time to time by the board of directors.

SECTION 4. PRINCIPAL OFFICE: The corporation may maintain, in addition to its principal office which is now located in Alabama, such other offices, both within and without the State of South Carolina, as determined from time to time by the board of directors.

SECTION 5. FISCAL YEAR: The fiscal year of the corporation shall be determined by the board of directors.

SECTION 6. PURPOSE: The purpose of this corporation shall be to engage in such matters set forth in the Articles of Incorporation of the corporation and such other purposes as may be determined appropriate by the board of directors of the corporation.

ARTICLE II

Capital Stock

SECTION 1. CERTIFICATES: The interest of each shareholder in the corporation shall be evidenced by a certificate, in such form as the board of directors shall from time to time approve, certifying the number and class of shares represented thereby. Each such certificate shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or by such officer or officers as may be authorized by the board of directors and sealed with the seal of the corporation or a facsimile thereof. If such certificate is signed by a transfer agent or assistant transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation, the signature of its President, Vice President, Secretary or Assistant Secretary on such certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such before the certificate is issued, it may be issued by the corporation with the same effect as if such officer has not ceased to be such at the time of its issue. At any time the corporation is authorized to issue more than one class of stock or more than one series of any class, there shall be set forth

on the face or back of each certificate issued a statement that the corporation will furnish without charge to each shareholder who so requests the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined, and the authority of the board of directors to fix and determine the relative rights and preferences of other series.

SECTION 2. TRANSFER OF STOCK: A record of the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became owners of record thereof shall be made on the corporation’s books. The corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be expressly provided by law. Transfer of stock shall be made on the books of the corporation by direction of the person named in the certificate or his attorney, lawfully constituted in writing, and upon the surrender of the certificate or certificates for such shares properly endorsed, with such evidence of the authenticity of such transfer, authorization and other matters as the corporation or its agents may reasonably require, with all taxes on the transfer having been paid, or if the board of directors shall by resolution so provide, transfer of stock may be made in any other manner provided by law.

SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES: In case of the loss, theft or destruction of any certificate of stock, a new certificate may be issued in its place, but only upon delivery to the corporation of acceptable proof of such loss, theft or destruction and of proof of compliance with the requirements of law relating thereto, and if required, upon giving the corporation adequate security, in such form as may be approved by the board of directors, sufficient to indemnify the corporation against loss.

SECTION 4. REGULATIONS, TRANSFER AGENTS AND REGISTRARS: The board of directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issuance, transfer, conversion, registration, and cancellation of certificates for shares of this corporation’s stock not inconsistent with the laws of South Carolina, the Articles of Incorporation or these bylaws. The board of directors may appoint one or more transfer agents or registrars, or both, and may require all stock certificates to bear the signature of a transfer agent or of a registrar or both.

SECTION 5. RECORD DATE, CLOSING TRANSFER BOOKS: The board of directors shall have power to close the stock transfer books of the corporation for a period not exceeding seventy (70) days preceding the date of any meeting of shareholders, payment of dividends, allocation of rights, change, conversion or exchange of capital stock or the date of obtaining consent of shareholders for any purpose. (In the case of a meeting of shareholders, if such books are closed, they shall be closed for at least ten (10) full days immediately preceding the date of the meeting). In lieu of closing the stock transfer books, in order to determine the holders of record of the corporation’s stock who are entitled to notice of meetings, to vote at a meeting or adjournment thereof or to receive payment of any dividend or allotment of rights, or to exercise rights in respect of any change, conversion or exchange of capital stock, or to give consent, or to make a determination of the shareholders of record for any proper purpose, the board of directors of the corporation may fix in advance a record date for such determination of

shareholders, which date shall not be more than seventy (70) days prior to the date of the action which requires such determination nor, in the case of a shareholders’ meeting, less than ten (10) days in advance of such meeting. If no such record date is fixed by the board of directors, the record date shall be ten (10) full days preceding the date of the meeting.

ARTICLE III

Meetings of Shareholders

SECTION 1. PLACE OF MEETINGS: All meetings of shareholders shall be held at the principal office of the corporation or at such other place, either within or without the State of South Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat. Meetings may be conducted by telephone, provided that all shareholders participating can simultaneously hear each other during the meeting.

SECTION 2. ANNUAL MEETINGS: The annual meeting of the shareholders shall be held at such day and hour, not later than one hundred twenty (120) days after the end of the fiscal year of the corporation, as may be determined by the board of directors and designated in the notice of such meeting. In the absence of such a determination, the annual meeting shall be held at 10:00 a.m. on the first Tuesday in the fourth month after the end of the fiscal year of the corporation each year. The business to be transacted at such meeting shall be the election of directors and such other business as may be properly brought before the meeting.

SECTION 3. SUBSTITUTE ANNUAL MEETING: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

SECTION 4. SPECIAL MEETINGS: Special meetings of the shareholders maybe called at any time by the Chairman of the board of directors, the President, the Secretary, a majority of the board of directors, or by written request of the holders of not less than ten percent (10%) of the shares of the corporation entitled to vote at the meeting, or as otherwise provided by law or by the Articles of Incorporation.

SECTION 5. NOTICE OF MEETING, WAIVER: The Secretary or an Assistant Secretary shall give to each shareholder entitled to vote at any meeting written notice of the place, day and hour of the meeting and, in case of special meetings, the purpose or purposes of such meeting, together with such other data and information as may be required by law, or as the board of directors shall provide. In case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted there at, unless it is a matter, other than election of Directors, on which the vote of shareholders is expressly required by the provisions of the South Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. Such notice shall be given personally or by mail not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed delivered when it is deposited with postage prepaid in the United States mail, addressed to the shareholder’s address as it appears on the stock transfer books of the corporation, unless the shareholder shall have requested of the Secretary in writing that notice intended for such shareholder be mailed to some

other address. A shareholder may waive the notice of meeting by signing either in person or by proxy, a written waiver of notice, either before or after such meeting. Attendance of a shareholder at a meeting, in person or by proxy, shall of itself constitute waiver of notice except when the shareholder attends a meeting solely for the purpose of stating his objection, and, at the beginning of such meeting, objects to the transaction of any business on the ground that the meeting is not lawfully called or convened.

When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty (30) days in any one adjournment, it is not necessary to give any notice of the adjourned meeting, other than by announcement at the meeting at which the adjournment is taken.

SECTION 6. LIST OF SHAREHOLDERS: Prior to any meeting of the shareholders, a complete alphabetical list of the shareholders entitled to participate in such meeting, showing the address of and the number of shares held by each shareholder, shall be prepared by the Secretary or under his direction. Such list shall be available for inspection by any shareholder, at any time during normal business hours, at the principal place of business of the corporation beginning on the date on which the notice of the meeting is given for which the list was prepared and continuing through of the meeting. Such list shall also be physically present at the place of the meeting and available for inspection by any shareholder during the whole time of such meeting. Failure to comply with the requirements of this section shall not affect the validity of any action taken at any meeting.

SECTION 7. QUORUM: The required quorum for the transaction of business at any meeting of shareholders shall consist of shareholders representing, either in person or by proxy, a majority of the outstanding capital stock of the corporation entitled to vote at such meeting; provided, however, that when a specific item of business is required by law or by the Articles of Incorporation to be voted on separately by a class or series, a majority of the outstanding shares in such class or series must in addition be represented, either in person or by proxy, to constitute a quorum for the transaction of such items of business. If a quorum be not present, those shareholders who are present may adjourn the meeting to a later day and hour. The shareholders at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 8. VOTING: Except in the election of directors, at every meeting of the shareholders, each shareholder of the corporation entitled to vote shall have, as to each matter submitted to a vote, one vote in person or by properly executed proxy for each share of stock registered in his or her name. Any such proxies shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof. In all elections of directors, voting may be cumulative upon giving such proper notice as may be required by law. A shareholder may vote his or her shares through a proxy appointed by written instrument signed by the shareholder or by the shareholder’s duly authorized attorney in fact and delivered to the Secretary of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided therein and such longer period is permitted by law. Except for elections of Directors, voting shall be by ayes and nays unless a qualified voter shall demand a vote of the stock by ballot, whereupon voting shall be by written ballot, with each ballot indicating the name of the shareholder, the name of the proxy, if

any, and the number of shares voted. In all elections of directors, voting shall be by written ballot. Except where a greater number of votes is required by law, a majority of the votes cast at the meeting by those shares entitled to vote on the subject matter shall be sufficient to authorize any corporate action. In electing directors, those candidates entitled to vote on the subject matter shall be sufficient to authorize any corporation action. In electing directors, those candidates who receive the greatest number of votes cast at the meeting shall be deemed elected even though not receiving a majority of the votes cast.

SECTION 9. INFORMAL ACTION BY SHAREHOLDERS: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the persons who would be entitled to vote upon such action at a meeting and filed with the Secretary of the corporation to be kept in the corporate minute book, whether done before or after the action so taken.

SECTION 10. AMENDMENTS BY SHAREHOLDERS: The shareholders shall have the continuing right to adopt, amend, or repeal bylaws by a majority vote, which right shall be superior to the right granted to the Directors herein to amend these bylaws.

SECTION 11. INSPECTORS: Not less than two (2) inspectors of election shall be appointed by the presiding officer at any meeting of shareholders whenever a vote is to be taken by written ballot. The inspectors of election shall receive and take charge of all proxies and ballots, shall resolve all questions respecting the validity of proxies and the qualification of voters, and shall certify and report the results of the voting to the presiding officer.

SECTION 12. ORGANIZATION: The Chairman of the Board shall preside over all meetings of shareholders or, if the Chairman shall not be present, the President shall preside. The Secretary of the corporation, or, in the Secretary’s absence, an Assistant Secretary or such other person as shall be designated by the presiding officer, shall act as secretary of every meeting.

ARTICLE IV

Board of Directors

SECTION 1. GENERAL POWERS: The management of all the affairs, property and interest of the corporation shall be vested in a board of directors consisting of at least one (1) person but not more than five (5) persons. In addition to the powers and authorities expressly conferred on it by these bylaws, the board of directors may exercise all powers of the corporation and do all such lawful acts and things as are not by law, by the Articles of Incorporation or by the Bylaws directed or required to be exercised or done by the shareholders. The directors shall be elected at the annual meeting of the shareholders and shall serve until the next annual meeting and until their successors shall have been elected and qualified.

SECTION 2. VACANCIES: Any vacancy occurring on the board of directors, except a vacancy created by action of the shareholders pursuant to Section 6 of this Article IV, may be filled by affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

SECTION 3. MEETINGS: The regular annual meeting of the board of directors shall be held not more than thirty (30) days subsequent to the annual meeting of the shareholders at such time and place as the Chairman of the Board or the board of directors shall direct. Other regular meetings of the board of directors may be held at such time and place, within or without the State of South Carolina, as the Board by resolution determines. A special meeting of the board of directors may be called at any time by the Chairman of the board of directors, or by the President, or upon written request of two (2) or more of the directors. Meetings may be conducted by telephone, provided that all directors participating can simultaneously hear each other during the meeting. Notice of the time and place of each special meeting of the board of directors shall be sent to each director by mail, telegraph or cable addressed to the Director’s address as it appears on the record of the corporation, or telephoned or delivered to the Director personally, at least three (3) business days before the day on which the meeting is to be held. Notice need not be given of regular meetings of the board of directors held at times fixed by resolution of the board of directors nor need notice be given of adjourned meetings. Notice of a meeting of directors need not be given to any director who signs a waiver of notice, either before or after the meeting, and attendance of a director at a meeting shall of itself constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Unless otherwise required by law, the Articles of Incorporation or these bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice.

SECTION 4. QUORUM AND REQUIRED VOTE: A majority of the total number of directors then in office shall be necessary at any regular or special meeting to constitute a quorum for the transaction of business, but a smaller number may adjourn the meeting to a subsequent day and hour without further notice. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

SECTION 5. COMPENSATION: The board of directors may by resolution provide for the payment of compensation to directors for services as such and for the payment of fees and expenses to directors for attendance at any regular or special meeting of the Board; provided, however, that nothing herein shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 6. REMOVAL: At any meeting of the shareholders, any director or directors may be removed from office, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors for such director, provided, however, that no director who has been elected by cumulative voting may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors or of the class of directors of which he is a part. When any director or directors are removed, new directors may be elected at the same meeting of the shareholders for the unexpired term of the director or directors removed. If the shareholders fail to elect persons to fill the unexpired term of the director or directors removed, such unexpired terms shall be considered vacancies on the Board to be filled by the remaining directors, subject to the requirements of law and the Articles of Incorporation.

SECTION 7. EXECUTIVE COMMITTEE.: The board of directors, by a resolution or resolutions adopted by a majority of the total number of directors then in office, may appoint from among its membership an executive committee consisting of such number of directors as may be so designated. The Chairman of the Board and the President shall automatically become members of any such Executive committee. Except as otherwise limited by law or by the resolution or resolutions creating or concerning the executive committee, the executive committee shall have all the authority of the board of directors to manage the business and affairs of the corporation except that neither the executive committee nor any other committee shall have and exercise the authority of the board of directors to:

(a) authorize distributions;

(b) approve or propose to shareholders action that South Carolina law requires be approved by shareholders;

(d) amend the articles of incorporation pursuant to the authority of directors, to do so granted by ?33-10-102 of the South Carolina Code;

(e) adopt, amend, or repeal bylaws;

(f) approve a plan of merger not requiring shareholder approval;

(g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or

(h) authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the Board of Directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the Board of Directors.

SECTION 8. OTHER COMMITTEES: Other standing or temporary committees may be appointed by the board of directors from among its membership by a resolution or resolutions adopted by a majority of the total number of directors then in office consisting of such number of directors as may be so designated. Subject to the limitations set forth in Section 7 above, the Board may, by resolution, vest any such committee with such powers, within the power and authority of the Board, and impose upon it such conditions as the Board shall see fit.

SECTION 9. CONDUCT OF COMMITTEES: Within the powers conferred upon it, the executive committee and any other committee appointed by the board of directors may adopt rules for the conduct of its own business, shall keep minutes of its meetings, and shall report, as the board of directors may request, its activities since the last regular or special meeting of the Board. Any committee appointed by the board of directors, including the executive committee, may be disestablished at any regular or special meeting of the Board or its powers and purposes amended as the Board may determine.

SECTION 10. ACTION OF THE BOARD OF DIRECTORS OR OF COMMITTEE THEREOF TAKEN WITHOUT A MEETING: Except as otherwise provided by law, a corporate action may be taken by the directors, or by any committee thereof, without a meeting of the board of directors, or of such committee, if all of the directors, in the case of action by the board of directors, and all members of the committee, in the case of action by a committee thereof, execute, either before or after the action is taken, a written consent thereto and such consent is filed with the records of the corporation.

SECTION 11. PRESUMPTION OF ASSENT: A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 12. FAILURE TO AGREE: In the event the board of directors cannot agree, the matter upon which there is a disagreement shall be referred to the stockholders at a regular or called meeting and the vote of the majority of the stock shall determine the issue. However, any single member of the Board may by his request force an issue or question to be taken before the stockholders for final determination.

ARTICLE V

Officers

SECTION 1. NUMBER: The principal officers of the corporation shall be a Chairman of the Board, a President, one or more Vice-Presidents, a Treasurer, and a Secretary. In addition, there may be such subordinate officers as the board of directors may deem necessary. Any two or more offices may be held by the same person except that no person shall hold the offices of both President and Secretary and no officer may act in more than one capacity where action by two or more officers is required.

SECTION 2. TERM OF OFFICE: The principal officers shall be appointed by the board of directors at any regular annual meeting of the board of directors, but such officers may be appointed to serve until removed by the board of directors. Subordinate officers may be appointed by the board of directors from time to time. Each officer shall serve until a successor shall have been appointed and qualified, or until the officer’s death, resignation or removal.

SECTION 3. REMOVAL: Any officer may be removed from office, with or without cause, at any time by the board of directors whenever in its judgment the best interests of the corporation will be served thereby. Said removal shall not prejudice the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES: Any vacancy in an office from any cause may be filled for the unexpired portion of the term by the board of directors.

SECTION 5. DUTIES:

(a) CHAIRMAN OF THE BOARD: The Chairman of the Board shall preside at all meetings of the shareholders and at all meetings of the board of directors. Except where, by law, the signature of the President is required, the Chairman shall possess the same power as the President to sign all certificates, contracts, and other instruments of the corporation which may be authorized by the board of directors.

(b) PRESIDENT: The President shall be the chief executive officer of the corporation. In the absence of the Chairman of the Board, the President shall preside at all meetings of the shareholders and at all meetings of the board of directors. Subject to direction of the board of directors, the President shall have general supervision of the affairs of the corporation, shall sign or countersign all certificates, contracts or other instruments of the corporation as authorized by the board of directors, shall make reports to the board of directors and shareholders, shall fix the compensation of all other employees of the corporation, and shall perform such other duties as are incident to the President’s office or are properly required of the President by the board of directors.

(c) VICE PRESIDENT: Each Vice President shall have such powers and discharge such duties as may be assigned from time to time by the board of directors.

(d) SECRETARY: The Secretary shall issue notices for all meetings of the directors and shareholders and shall cause the minutes of the same to be recorded in books provided for that purpose. The Secretary shall have charge of the corporate seal and of the corporate records, and shall make such reports and perform such other duties as the board of directors shall from time to time direct and, in general, perform all duties incident to the office of Secretary.

(e) TREASURER: The Treasurer shall have the custody of all monies and securities and financial records of the corporation. The Treasurer shall perform such other duties as the board of directors shall from time to time direct and, in general, perform all duties incident to the office of Treasurer.

(f) OTHER OFFICERS: Other subordinate officers appointed by the board of directors shall exercise such powers and perform such duties as may be delegated to them by the resolutions appointing them, or by subsequent resolutions adopted from time to time.

(g) ABSENCE OR DISABILITY: In case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in the officer’s place during such period of absence or disability, the board of directors may from time to time delegate the powers and duties of such officer to any other officer, or any director, or any other person whom it may select.

SECTION 6. SALARIES: The salaries of all elected officers of the corporation shall be fixed by the board of directors. No officer shall be ineligible to receive a salary by reason of the fact that he is also a director of the corporation and receiving compensation therefor.

SECTION 7. BONDS: The board of directors may require any officer, agent or employee of the corporation to give bond to the corporation with sufficient surety or sureties, to insure the faithful performance of such officer’s, agent’s, or employee’s duties.

ARTICLE VI

Miscellaneous Matters

SECTION 1. BUYING AND SELLING PROPERTY: The Chairman of the Board or the President, and such other officers or employees as the board of directors shall designate from time to time, shall have authority to buy or sell, and to contract to buy or sell, on behalf of the corporation, in the regular course of its business, any personal or real property of any kind whatsoever, including but not limited to stocks, bonds, negotiable instruments, inventory, supplies, buildings, machinery and equipment, but all or substantially all of the corporation’s assets may be sold in the regular course of its business only if duly authorized by the board of directors.

SECTION 2. EXECUTION OF DOCUMENTS: Any contract, negotiable instrument or other written obligation shall be binding on the corporation when executed by the Chairman of the Board or the President or such other officer or officers as the board of directors shall designate.

SECTION 3. DEPOSITS: The cash monies of the corporation shall be deposited in such banks, trust companies or other depositories as the board of directors or their appointed representative shall designate and may be withdrawn therefrom only upon the signatures of persons authorized and designated by the board of directors or their appointed representative.

SECTION 4. VOTING SECURITIES HELD BY THE CORPORATION: Unless otherwise ordered by the board of directors, the Chairman of the Board or the President, in that order, shall have full power and authority on behalf of the corporation to attend, to act and to vote, in person or by proxy, at any meeting of the security holders of other corporations in which the corporation may hold securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the corporation might have possessed and exercised if it had been present.

SECTION 5. DIVIDENDS: The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

SECTION 6. INDEMNIFICATION: The corporation shall indemnify each director, officer, employee or agent of the corporation who is or is threatened to be made a party to any action, proceeding or suit, whether administrative, civil, criminal, or investigative (other than any action, proceeding or suit by or in behalf of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such a capacity of the corporation or of another corporation or organization, against expenses (including attorneys’ fees), fines, judgments, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, proceeding or suit if he or she reasonably acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with

respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, proceeding or suit by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, in and of itself, shall not create a presumption that he or she did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. In the discretion of the board of directors of the corporation, the corporation may make advances before final, disposition of any such action, proceeding or suit, in respect of indemnification under this Section. The corporation may purchase and maintain insurance on behalf of itself and its directors, officers, employees and agents against any liability that may be asserted against it or against any individual in such a capacity arising out of their status as such.

SECTION 7. TRANSACTIONS BETWEEN CORPORATIONS AND DIRECTORS AND OFFICERS:

(a) No transaction in which a director or officer has a personal or adverse interest, as defined in subsection (b) of this Section 7, shall be void or voidable solely for this reason or solely because such director or officer is present at or participates in the meeting or his vote is counted at such meeting, if:

(i) The material facts as to such director’s or officer’s interest and as to the transaction are disclosed or are known to the board of directors or committee, and are noted in the minutes, and the board of directors or committee authorizes, approves or ratifies the transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or if

(ii) Although the vote of the interested director or directors is decisive of approval or disapproval of the transaction, the material facts as to the interest of such director or directors and as to the transaction are disclosed or known to the shareholders, and the transaction is specifically approved by vote of the shareholders without counting the votes of any shares owned or controlled by the interested director or directors; or if

(iii) Notwithstanding the limitations contained in subparagraphs (i) and (ii) of this subsection, the transaction is fair and equitable as to the corporation at the time it is authorized or approved and the party asserting the fairness of the transaction establishes its fairness.

(b) A transaction in which a director or officer has a personal or adverse interest shall include:

(i) A contract or any other transaction between this corporation and one or more of its directors or officers; or

(ii) A contract or any other transaction between this corporation and any corporation, partnership, or association in which one or more of its directors or officers are directors or officers or have a financial interest, direct or indirect.

(c) No contract or other transaction by this corporation with (i) any of its subsidiaries or affiliated corporations, or (ii) with another corporation having a common director with this corporation, shall be void or voidable solely for this reason, if the contract or other transaction is fair and equitable as of the date it is authorized, approved, or ratified. A party asserting the unfairness of any such contract or transaction shall establish unfairness.

(d) Common or interested directors of this corporation shall be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes, approves, or ratifies a transaction. Shares owned by any interested party shall be counted in determining whether a quorum of shares is present at a meeting of shareholders which ratifies or approves a transaction.

(e) The provisions of subsections (a), (b) and (c) of this Section 7 shall not be applicable to the fixing of compensation of directors for their services as directors, officers, or in any other capacity.

ARTICLE VII

Amendment of Bylaws

SECTION 1. AMENDMENT BY SHAREHOLDERS: These Bylaws may be amended or repealed, either in whole or in part, or new bylaws adopted at any regular or special meeting of the shareholders by a vote of a majority of all shares entitled to vote to elect directors, provided that the notice of the meeting of shareholders at which bylaws are to be adopted, amended or repealed shall include notice of such proposed action.

SECTION 2. AMENDMENT BY BOARD OF DIRECTORS: Subject to the right of the shareholders to adopt, amend, or repeal bylaws, the board of directors shall have the power to adopt, amend, or repeal bylaws by an affirmative vote of a majority of all directors then holding office, provided that notice of the proposal to adopt, amend, or repeal the by-laws shall be included in any notice of the meeting of directors at which such action takes place.

SECTION 3. LIMITATIONS OF AMENDMENTS BY BOARD: Any bylaw or bylaws adopted by the shareholders may limit or eliminate the power of the board of directors to adopt, amend or repeal any specific bylaw or bylaws. No bylaw or bylaws adopted by the board of directors shall require, for action by the shareholders, a quorum or vote which is greater than: (a) a majority of all shares entitled to vote to elect directors, (b) that which is set forth, if any, in the Articles of Incorporation, and (c) that which is set forth in the Business Corporation Act of South Carolina as amended from time to time.

EX-3.131 127 dex3131.htm REPORT OF A LIMITED PARTNERSHIP OF HEALTHSOUTH REHAB HOSPITAL OF ARLINGTON LP Report of a Limited Partnership of HealthSouth Rehab Hospital of Arlington LP

Exhibit 3.131

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH Rehabilitation Hospital of Arlington Limited Partnership, a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 23, 1996.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

The Corporation Company

60 Commerce Street

Suite 1100

Montgomery, Alabama 36104

Sworn to this 23^rd day of December, 1996, at Birmingham, Alabama.


HEALTHSOUTH PROPERTIES CORPORATION,
Its General Partner

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

STATE OF ALABAMA

CHANGES FOR: HEALTHSOUTH Rehabilitation Hospital of Arlington Limited Partnership

(name of entity)

1: Name of Entity: HEALTHSOUTH Rehabilitation Hospital of Arlington Limited Partnership

2: State & Court of Formation: Alabama; Jefferson County Date of Formation: December 23, 1996


3:		Please change the registered agent from:

to: .

4: Please change the registered address from: 60 Commerce Street, Suite 1100, Montgomery, AL 36104

to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109


5:		Please change the principal address from:


				to:


6:		Please make the following changes other than above:


		HEALTHSOUTH Holdings, Inc.
		Its General Partner
DATE: June 16, 1998	Signature:	/s/ William W. Horton
		William W. Horton
		(Please Print/Type Name)
		Vice President
		(Your title)

STATE OF ALABAMA


CHANGES FOR:		HEALTHSOUTH Rehabilitation Hospital of Arlington Limited
		(name of entity)

1:	Name of Entity: HEALTHSOUTH Rehabilitation Hospital of Arlington Limited

2:	State & Court of Formation: Alabama; Jefferson County Date of Formation: 12/26/1996

3:	The name of the registered agent is: The Corporation Company

4:	Please change the registered address from: 60 Commerce Street, Suite 1100, Montgomery, AL 36104

to:	2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

5:	Please change the principal address from: 60 Commerce Street, Suite 1100, Montgomery, AL 36104

to:	2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

6:	Please make the following changes other than above: None


DATE:	2/2/9	Signature:	/s/ Richard E. Botts
			Richard E. Botts
			(Please Print/Type Name)
			Sr. Vice President
			(Your title)

EX-3.132 128 dex3132.htm AGREEMENT AND CERTIFICATE OF LP OF HEALTHSOUTH REHAB HOSPITAL OF ARLINGTON LP Agreement and Certificate of LP of HealthSouth Rehab Hospital of Arlington LP

Exhibit 3.132

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Hospital of Arlington

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Hospital of Arlington

Limited Partnership


		Page
	ARTICLE I
	DEFINED TERMS
		2

	ARTICLE II
	ORGANIZATION

2.1	Formation	4
2.2	Qualification	4
2.3	Name	4
2.4	Agent for Service of Process	4
2.5	Principal Place of Business	4
2.6	Prior Agreements of Limited Partnership	4

	ARTICLE III
	PURPOSE
		4

	ARTICLE IV
	TERM
		5

	ARTICLE V
	NAMES AND ADDRESSES OF PARTNERS

5.1	General Partner	5
5.2	Limited Partner	5

	ARTICLE VI
	CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.1	Capital Contribution of the General Partner	5
6.2	Capital Contribution of the Limited Partner	5
6.3	Withdrawal of Capital Contributions	5
6.4	Assessments	5
6.5	No Interest on Capital	5


6.6	Additional Working Capital	5

	ARTICLE VII
	COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP

7.1	No Compensation to General Partner as General Partner	6
7.2	Reimbursement of Expenses Incurred by the Partners	6
7.3	Organizational Expenses	6
7.4	Fees and Other Payments Receivable by the Partners or their Affiliates	6

	ARTICLE VIII
	ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

8.1	Capital Accounts	6
8.2	Allocation of Income or Loss: In General	7
8.3	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	7
8.4	Distribution of Sale Proceeds	7
8.5	Consequences of Distributions	7
8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	7

	ARTICLE IX
	RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE

9.1	Powers	8
9.2	Independent Activities	9
9.3	Duties	9
9.4	Certain Limitations	9
9.5	Net Worth of the General Partner	10
9.6	Indemnification	10
9.7	Succession as General Partner	10

	ARTICLE X
	STATUS OF LIMITED PARTNER

10.1	No Participation in Management	11
10.2	Limited Liability	11
10.3	Investment Intent	11
10.4	Unregistered Limited Partnership Interests	11
10.5	Nature of Investment	11

	ARTICLE XI
	RESIGNATION OF THE GENERAL PARTNER

11.1	Resignation of the General Partner	12


11.2	Notice of Resignation	12
11.3	Liability of the General Partner after Resignation	12

	ARTICLE XII
	DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

12.1	Dissolution of the Partnership	12
12.2	Winding Up of the Partnership	12

	ARTICLE XIII
	BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.1	Books of Account	13
13.2	Financial Reports	13
13.3	Fiscal Year	13
13.4	Banking	13
13.5	Tax Election	14
13.6	Tax Returns	14

	ARTICLE XIV
	MISCELLANEOUS

14.1	Notice	14
14.2	Section Captions	14
14.3	Severability	14
14.4	Right to Rely Upon the Authority of the General Partner	14
14.5	Governing Law	15
14.6	Counterpart Execution	15
14.7	Parties in Interest	15
14.8	Construction of Pronouns	15
14.9	Integrated Agreement	15

Signatures		16

Appendix A

Appendix B

iii

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Hospital of Arlington

Limited Partnership

AGREEMENT, dated as of December 23, 1996, by and between HEALTHSOUTH Properties Corporation, a Delaware corporation (the “General Partner”), and Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Limited Partner”).

WITNESSETH

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Texas and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH Rehabilitation Hospital of Arlington Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

2.4 Agent for Service of Process. The Partnership’s agent for service of process in the State of Alabama is HEALTHSOUTH Corporation, Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243, Attention: Legal Services Department. The Partnership’s agent for service of process in the State of Alabama shall be The Corporation Company Commerce Street, Suite 1100, Montgomery, Alabama 36104.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1 General Partner. HEALTHSOUTH Properties Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2 Limited Partner. Rehabilitation Hospital Corporation of America, a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

in its sole discretion, shall determine; provided, however, that the General Partner shall use its best efforts to arrange for such loans on the most advantageous terms reasonably determined by the General Partner to be available to the Partnership. The General Partner may pledge or grant security interests in any and all of the Partnership’s assets as security for any indebtedness of the Partnership (i) to the extent required under the terms of the General Partner’s principal credit agreement, as in existence from time to time, or (ii) to the extent otherwise consented to by the Limited Partner.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

value or values assigned thereto for purposes of making the distribution. No interest shall be payable on the capital accounts of the Partners.

8.3 Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow. (a) The General Partner shall cause All amounts of income, gain, loss or deduction of the Partnership to be allocated 1% to the General Partner and 99% to the Limited Partner.

of Partnership assets in respect of Units shall be made only to persons who, according to the books and records of the Partnership, are the owners of such Units on a date selected by the General Partner. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence unless the General Partner or the Partnership has actual knowledge or notice of any transfer of ownership of any Unit or Units.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTEE

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

ARTICLE X

STATUS OF LIMITED PARTNER

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX

ELECTION

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH PROPERTIES CORPORATION

By:		/s/William W. Horton
		William W. Horton Its Vice President

LIMITED PARTNER:

REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:		/s/Anthony J. Tanner
		Anthony J. Tanner Its Secretary

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Hospital of Arlington

Limited Partnership

GENERAL PARTNER

Name

Mailing Address

General Partnership
Interest

HEALTHSOUTH Properties Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

LIMITED PARTNER

Name

Mailing Address

Number of Units

Social Security or Taxpayer
Identification Number

Rehabilitation Hospital Corporation of America

Two Perimeter Park South

Birmingham, Alabama 35243

APPENDIX B

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Hospital of Arlington

Limited Partnership

List of Assets Contributed by the Limited Partner

NovaCare Rehabilitation Hospital of North Texas, Inc.

EX-3.133 129 dex3133.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH REHABILITATION HOSPITAL OF ODESSA Certificate of Incorporation of HealthSouth Rehabilitation Hospital of Odessa

Exhibit 3.133

CERTIFICATE OF INCORPORATION

HEALTHSOUTH REHABILITATION HOSPITAL OF ODESSA, INC.

FIRST: The name of the Corporation is HEALTHSOUTH Rehabilitation Hospital of Odessa, Inc.

SECOND: The Corporation shall have perpetual duration.

THIRD: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, The name of its registered agent at such address is The Corporation Trust Company.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

I. To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics, surgery centers and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and outpatient surgery and related care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

William T. Owens

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Brandon O. Hale

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

EIGHTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article EIGHTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware as the same now exists or may hereafter bo amended, or (iv) for any transaction from which the Director derived an improper personal benefit. No amendment to, or repeal of, this Article EIGHTH shall apply to, or have any effect on, the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.

/s/ [William W. Horton]

William W. Horton

EX-3.134 130 dex3134.htm BYLAWS OF HEALTHSOUTH OF REHABILITATION HOSPITAL OF ODESSA, INC. Bylaws of Healthsouth of Rehabilitation Hospital of Odessa, Inc.

Exhibit 3.134

BY-LAWS

HEALTHSOUTH REHABILITATION HOSPITAL OF ODESSA, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH REHABILITATION HOSPITAL OF ODESSA, INC.


		Page

ARTICLE I

OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

ARTICLE III

BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

ARTICLE IV

OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4.11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

ARTICLE V

CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

ARTICLE VI

INDEMNIFICATION

Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18


ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

ARTICLE VIII

AMENDMENTS

Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH REHABILITATION HOSPITAL OF ODESSA, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH Rehabilitation Hospital Of Odessa, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of March of each year, commencing with the year 2004, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

EX-3.135 131 dex3135.htm ARTICLES OF ORGANIZATION OF HEALTHSOUTH REHABILITATION INSTITUTE OF TUCSON Articles of Organization of HealthSouth Rehabilitation Institute of Tucson

Exhibit 3.135

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH Rehabilitation Center of Tucson Limited Partnership, a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on September 6, 1989.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35203

That the name and address of the agent for service of process is:

Haskell Slaughter & Young,

Professional Association

800 First National-Southern Natural Building

Birmingham, Alabama 35203

Sworn to this day of October, 1989, at Birmingham, Alabama.


HEALTHSOUTH Rehabilitation Center of Tucson Limited Partnership

By:		HEALTHSOUTH Rehabilitation
		Corporation, its general partner

By:		/s/ [Aaron Beam, Jr.]
		Aaron Beam Jr., Senior Vice President and Chief Financial Officer

EX-3.136 132 dex3136.htm AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEALTHSOUTH Amended and Restated Limited Liability Company Agreement of HealthSouth

Exhibit 3.136

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Institute of Tucson

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Institute of Tucson

Limited Partnership


			Page
ARTICLE I DEFINED TERMS			i
ARTICLE II ORGANIZATION			3
	2.1	Formation	3
	2.2	Qualification	4
	2.3	Name	4
	2.4	Agent for Service of Process	4
	2.5	Principal Place of Business	4
	2.6	Partner	4
	2.7	Prior Agreements of Limited Partnership	4
ARTICLE III PURPOSE			4
ARTICLE IV TERM			4
ARTICLE V NAMES AND ADDRESSES OF PARTNERS			5
	5.1	General Partner	5
	5.2	Limited Partner	5
ARTICLE VI CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL			5
	6.1	Capital Contribution of the General Partner	5
	6.2	Capital Contribution of the Limited Partner	5
	6.3	Withdrawal of Capital Contributions	5
	6.4	Assessments	5
	6.5	No Interest on Capital	5
	6.6	Additional Working Capital	5
ARTICLE VII COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP			6
	7.1	No Compensation to General Partner as General Partner	6
	7.2	Reimbursement of Expenses Incurred by the Partners	6
	7.3	Organizational Expenses	6
	7.4	Fees and Other Payments Receivable by the Partners or their Affiliates	6
ARTICLE VIII ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS			6
	8.1	Capital Accounts	6
	8.2	Allocation of Income or Loss: In General	7
	8.3	Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow	7
	8.4	Distribution of Sale Proceeds	7
	8.5	Consequences of Distributions	7
	8.6	Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership	7


ARTICLE IX RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE			8
	9.1	Powers	8
	9.2	Independent Activities	9
	9.3	Duties	9
	9.4	Certain Limitations	9
	9.5	Net Worth of the General Partner	10
	9.6	Indemnification	10
	9.7	Succession as General Partner	10
ARTICLE X STATUS OF LIMITED PARTNER			11
	10.1	No Participation in Management	11
	10.2	Limited Liability	11
	10.3	Investment Intent	11
	10.4	Unregistered Limited Partnership Interests	11
	10.5	Nature of Investment	12
ARTICLE XI RESIGNATION OF THE GENERAL PARTNER			12
	11.1	Resignation of the General Partner	12
	11.2	Notice of Resignation	12
	11.3	Liability of the General Partner after Resignation	12
ARTICLE XII DISSOLUTION AND WINDING UP OF THE PARTNERSHIP			12
	12.1	Dissolution of the Partnership	12
	12.2	Winding Up of the Partnership	12
ARTICLE XIII BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION			13
	13.1	Books of Account	13
	13.2	Financial Reports	13
	13.3	Fiscal Year	14
	13.4	Banking	14
	13.5	Tax Election	14
	13.6	Tax Returns	14
ARTICLE XIV MISCELLANEOUS			14
	14.1	Notice	14
	14.2	Section Captions	15
	14.3	Severability	15
	14.4	Right to Rely Upon the Authority of the General Partner	15
	14.5	Governing Law	15
	14.6	Counterpart Execution	15
	14.7	Parties in Interest	15
	14.8	Construction of Pronouns	15
	14.9	Integrated Agreement	15

Signatures			16

Appendix A

Appendix B

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Institute of Tucson

Limited Partnership

AGREEMENT, dated as of December 23^rd, 1996, by and between HEALTHSOUTH Properties Corporation, a Delaware corporation (the “General Partner”), and HEALTH-SOUTH Corporation, a Delaware corporation (the “Limited Partner”).

WITNESSETH

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1%.

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.2 Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Arizona and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3 Name. The name of the Partnership is “HEALTHSOUTH Rehabilitation Institute of Tucson Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1 General Partner. HEALTHSOUTH Properties Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2 Limited Partner. HEALTHSOUTH Corporation, a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.5 No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP

7.1 No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3 Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

and the transferee based on the time each such party was, according to the books and records of the Partnership, the owner of record of the Unit or Units transferred during the year in which the transfer occurs. Distributions of Partnership assets in respect of Units shall be made only to persons who, according to the books and records of the Partnership, are the owners of such Units on a date selected by the General Partner. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence unless the General Partner or the Partnership has actual knowledge or notice of any transfer of ownership of any Unit or Units.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT

OF ADVISORY COMMITTEE

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

that no Partner (except the General Partner in its capacity as the General Partner) shall receive or hold as collateral security any partnership property for any debt owed to such Partner by the Partnership or the General Partner;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

9.4 Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

any paper or any further act on the part of any of the parties hereto; provided, however, that subject to applicable securities and similar laws, the General Partner shall timely notify the Limited Partner in writing of any such prospective merger or consolidation and that the General Partner shall require any such Successor Corporation to expressly accept, in writing, all terms and conditions contained in this Agreement and the Management Agreement. In any such event, the General Partner shall amend the Certificate within 60 days after such succession.

ARTICLE X

STATUS OF LIMITED PARTNER

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1 Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

11.3 Liability of the General Partner after Resignation. If the General Partner resigns in accordance with the provisions of this Agreement, its liability as a general partner for events subsequent to the effective date of resignation and the completion of the winding up and dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

12.2 Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and

liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided under Alabama law; provided, however, that after payment of all Partnership debts, obligations and liabilities, there shall be distributed to each Partner the balance in its capital account, and the remaining assets of the Partnership, if any, shall be distributed in the manner provided for Sale Proceeds in Section 8.4 hereof; provided, however, that all such distributions to Partners with positive capital accounts shall be in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(2), as amended from time to time, and any Partner with a negative capital account shall be required to restore such capital account in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(3), as amended from time to time. For purposes of this Section 12.2 only, the term “Partner” shall include the General Partner notwithstanding its resignation (if such resignation has occurred).

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR,

BANKING AND TAX ELECTION

13.2 Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

distributions to the Partners for the period covered thereby, and shall separately identify distributions from Available Cash Flow during the period, amounts which had been held as reserves and proceeds from disposition or sublease of assets, if any. The report shall also include a detailed statement of any transaction with the Partners or their respective Affiliates and of commissions, compensation and other benefits paid, or accrued to the Partners or their respective Affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed;

13.3 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

so delivered, if delivered personally, or as of the date on which the same was received, or in the event delivery is refused, the date such was deposited in the United States mail or with the overnight express company, postage prepaid, addressed and sent as aforesaid.

14.5 Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6 Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7 Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER:

HEALTHSOUTH PROPERTIES CORPORATION

LIMITED PARTNER:

By		/s/ William W. Horton
		William W. Horton
		Its Vice President

LIMITED PARTNER:

HEALTHSOUTH CORPORATION

By		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Vice President

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Institute of Tucson

Limited Partnership

GENERAL PARTNER


Name	Mailing Address	General Partnership Interest
HEALTHSOUTH Properties Corporation	Two Perimeter Park South Birmingham, Alabama 35243	1%
HEALTHSOUTH Properties Corporation	Two Perimeter Park South Birmingham, Alabama 35243	1%

LIMITED PARTNER

Name

Mailing Address

Number
of Units

Social Security

Taxpayer

Identification

Number

HEALTHSOUTH Corporation

Two Perimeter Park South
Birmingham, Alabama 35243

APPENDIX B

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Rehabilitation Institute of Tucson

Limited Partnership

List of Assets Contributed by the Limited Partner

Tucson Regional Rehabilitation Hospital, Inc.

EX-3.137 133 dex3137.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH S.C.OF PORTLAND, INC. Certificate of Incorporation of HealthSouth S.C.of Portland, Inc.

Exhibit 3.137

CERTIFICATE OF INCORPORATION

HEALTHSOUTH S.C. of Portland, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH S.C. of Portland, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

I. To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics, surgery centers and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and outpatient surgery and related care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 36243

William T. Owens

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Brandon O’Hale

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

/s/ William W. Horton

William W. Horton

EX-3.138 134 dex3138.htm RESTATED BYLAWS OF HEALTHSOUTH S.C.OF PORTLAND, INC. Restated Bylaws of Healthsouth S.C.of Portland, Inc.

Exhibit 3.138

RESTATED

BY-LAWS

HEALTHSOUTH S.C. OF PORTLAND, INC.

March 29, 2007

ARTICLE I

Meetings of Stockholders

vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

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record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 1.10 to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

-4-

by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

-5-

ARTICLE II

Board of Directors

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of

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the Board, if any, or in his or her absence by the President, or in their absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

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ARTICLE III

Committees

-8-

ARTICLE IV

Officers

Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

-9-

ARTICLE V

Stock

-10-

ARTICLE VI

Indemnification and Advancement of Expenses

-11-

-12-

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

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EX-3.139 135 dex3139.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH S.C.OF SCOTTDALE-BELL ROAD, INC. Certificate of Incorporation of HealthSouth S.C.of Scottdale-Bell Road, Inc.

Exhibit 3.139

CERTIFICATE OF INCORPORATION

HEALTHSOUTH S.C. of Scottsdale-Bell Road, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH S.C. of Scottsdale-Bell Road, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Richard M. Scrushy

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

James P. Bennett

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

Anthony J. Tanner

One HEALTHSOUTH Parkway

Birmingham, Alabama 35243

/s/ William W. Horton

William W. Horton

EX-3.140 136 dex3140.htm BYLAWS OF HEALTHSOUTH S.C. OF SCOTTSDALE-BELL ROAD, INC. Bylaws of Healthsouth S.C. of Scottsdale-Bell Road, Inc.

Exhibit 3.140

BY-LAWS

HEALTHSOUTH S.C. OF SCOTTSDALE-BELL ROAD, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH S.C. OF SCOTTSDALE-BELL ROAD, INC.


		Page
ARTICLE I

OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

ARTICLE III

BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

ARTICLE IV

OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4.11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

ARTICLE V

CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

ARTICLE VI

INDEMNIFICATION

Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18


ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

ARTICLE VIII

AMENDMENTS

Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH S.C. OF SCOTTSDALE-BELL ROAD, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH S.C. of Scottsdale-Bell Road, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of April of each year, commencing with the year 1999, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

[June 6, 1994

AMENDMENT TO BYLAWS

EX-3.141 137 dex3141.htm ARTICLES OF INCORPORATION OF HEALTHSOUTH SPECIALTY HOSPITAL, INC. Articles of Incorporation of HealthSouth Specialty Hospital, Inc.

Exhibit 3.141

ARTICLES OF INCORPORATION

HEALTHSOUTH Specialty Hospital, Inc.

I, the undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is HEALTHSOUTH Specialty Hospital, Inc.

ARTICLE TWO

The period of duration is perpetual.

ARTICLE THREE

The purposes for which the corporation is organized are:

(a) To engage in the business of purchasing, selling, leasing, trading and otherwise dealing in and with medical equipment, apparatus and supplies of all kinds, motor vehicles and all other machinery and devices, conveniences and supplies for use in connection with the operation of ambulatory healthcare facilities, in the home, in business or otherwise;

(b) To finance, acquire, construct, own, lease, operate and improve medical clinics, hospitals, clinical and other appurtenant facilities;

(c) provide medical and related training for doctors, nurses, aids and other in medical and medically-related fields; and

(d) To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 1,000, par value $.01 per share. The designation of each class, the number of shares of each class, and the par value of the shares of each class are as follows:


Number of Share	Class	Par Value Per Shares
1,000	Common	$	.01

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of the shares of Common Stock consideration of the value of $1,000.00, consisting of money, labor done or property actually received.

ARTICLE SIX

The street address of its initial registered office is c/o C T CORPORATION SYSTEM, 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

ARTICLE SEVEN

The number of directors constituting the initial board of directors is four, and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:


NAME		ADDRESS
Richard M. Scrushy		Two Perimeter Park South
		Birmingham, Alabama 35243

Aaron Beam, Jr.		Two Perimeter Park South
		Birmingham, Alabama 35243

Anthony J. Tanner		Two Perimeter Park South
		Birmingham, Alabama 35243

ARTICLE EIGHT

The name and address of the incorporator is:

William W. Horton

Haskell Slaughter Young & Johnston

Professional Association

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day of March, 1994.

/s/ William W. Horton

EX-3.142 138 dex3142.htm BYLAWS OF HEALTHSOUTH SPECIALTY HOSPITAL, INC. Bylaws of Healthsouth Specialty Hospital, Inc.

Exhibit 3.142

BYLAWS

HEALTHSOUTH Specialty Hospital, Inc.

(a Texas corporation)

TABLE OF CONTENTS^**

BYLAWS

HEALTHSOUTH Specialty Hospital, Inc.


		Page
	ARTICLE I

	OFFICES

Section 1.1	Registered Office	1
Section 1.2	Locations	1

	ARTICLE II

	ANNUAL MEETINGS OF SHAREHOLDERS

Section 2.1	Location	1
Section 2.2	Date and Time	1
Section 2.3	Notice	1

	ARTICLE III

	SPECIAL MEETINGS OF SHAREHOLDERS

Section 3.1	Purpose	1
Section 3.2	Power to Call	2
Section 3.3	Notice	2
Section 3.4	Limited Purpose	2

	ARTICLE IV

	QUORUM AND VOTING OF STOCK

Section 4.1	Quorum	2
Section 4.2	Voting	2
Section 4.3	Voting Rights	2
Section 4.4	Action by Consent of Shareholders	3

^*	The Table of Contents appears here for convenience only and should not be considered a part of the Bylaws.


	ARTICLE V

	DIRECTORS

Section 5.1	Number of Directors	3
Section 5.2	Vacancy	3
Section 5.3	General Powers	3
Section 5.4	Corporate Books	4
Section 5.5	Compensation	4

	ARTICLE VI

	MEETINGS OF THE BOARD OF DIRECTORS

Section 6.1	Location	4
Section 6.2	Time and Place	4
Section 6.3	Regular Meetings	4
Section 6.4	Special Meetings	4
Section 6.5	Attendance	4
Section 6.6	Quorum and Voting	4
Section 6.7	Action Without Meeting	5

	ARTICLE VII

	COMMITTEES OF DIRECTORS

Section 7.1	Committees of Directors	5

	ARTICLE VIII

	NOTICES

Section 8.1	Notice of Meeting	5
Section 8.2	Waiver of Notice	5

	ARTICLE IX

	OFFICERS

Section 9.1	Principal Officers	6
Section 9.2	Election	6
Section 9.3	Appointment	6
Section 9.4	Salaries	6
Section 9.5	Term and Removal	6
Section 9.6	President	6
Section 9.7	General Powers of President	6
Section 9.8	Vice Presidents	6
Section 9.9	Secretary	7


Section 9.10	Assistant Secretary	7
Section 9.11	Treasurer — General Duties	7
Section 9.12	Treasurer — Funds	7
Section 9.13	Treasurer — Bond	7
Section 9.14	Assistant Treasurer	7

	ARTICLE X

	CERTIFICATES FOR SHARES

Section 10.1	Stock Certificates	8
Section 10.2	Signatures on Certificates	8
Section 10.3	Lost Certificates	8
Section 10.4	Transfer of Shares	8
Section 10.5	Closing of Transfer Books	9
Section 10.6	Registered Shareholders	9
Section 10.7	List of Shareholders	9

	ARTICLE XI

	GENERAL PROVISIONS; DIVIDENDS

Section 11.1	Dividends	10
Section 11.2	Reserve Funds	10
Section 11.3	Checks	10
Section 11.4	Fiscal Year	10
Section 11.5	Corporate Seal	10

	ARTICLE XII

	INDEMNIFICATION

Section 12.1	Indemnification	10
Section 12.2	Indemnification Insurance	11

	ARTICLE XIII

	AMENDMENTS

Section 13.1	Amendments by Directors	11
Section 13.2	Amendments by Shareholders	11

iii

BYLAWS

ARTICLE I

OFFICES

Section 1.1 Registered Office. The registered office of the Corporation shall be located at such location within the State of Texas as the board of directors may determine from time to time.

Section 1.2 Locations. The corporation may also have offices at such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 2.1 Location. All meetings of shareholders for the election of directors shall be held in Birmingham, Alabama, at such place as may be fixed from time to time by the board of directors. Said meetings may also be held at such other place either within or without the State of Texas as shall be designated from time to time by the board of directors and stated in the notice of the meeting.

Section 2.2 Date and Time. Annual meetings of shareholders, commencing with the year 1995, shall be held on the second Thursday in May of each year if not a legal holiday, and if a legal holiday, then on the next secular day following, at 1:00, P.M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 2.3 Notice. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 3.1 Purpose. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 3.2 Power to Call. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than ten percent of all the shares entitled to vote at the meeting.

Section 3.3 Notice. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 3.4 Limited Purpose. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 4.1 Quorum. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 4.2 Voting. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 4.3 Voting Rights. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4.4 Action by Consent of Shareholders. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 5.1 Number of Directors. The number of directors shall be three. Directors need not be residents of the State of Texas nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 5.2 Vacancy. Any vacancy occurring in the board of directors may be filled by the shareholders at an annual or a special meeting or by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified. Any directorship may also be filled by the board of directors for a term of office until the next election of directors by shareholders; provided no more than two directorships may be so filled during a period between any two successive annual meetings of shareholders.

Section 5.3 General Powers. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

Section 5.4 Corporate Books. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Texas, at such place or places as they may from time to time determine.

Section 5.5 Compensation. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 6.1 Location. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

Section 6.2 Time and Place. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 6.3 Regular Meetings. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 6.4 Special Meetings. Special meetings of the board of directors may be called by the president on 10 days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 6.5 Attendance. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6.6 Quorum and Voting. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6.7 Action Without Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing which shall set forth the action taken and be signed by all members of the board of directors or of the committee as the case may be.

ARTICLE VII

COMMITTEES OF DIRECTORS

Section 7.1 Committees of Directors. The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in the resolution, shall have and may exercise all of the authority of the board of directors, except that no such committee shall have the authority of the board of directors in reference to amending the articles of incorporation, approving a plan of merger or consolidation, recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, amending, altering, or repealing the bylaws of the corporation or adopting new bylaws for the corporation, filling vacancies in the board of directors or any committee, filling any directorship to be filled by reason of an increase in the number of directors, electing or removing officers or members of any committee, fixing the compensation of any member of a committee, or altering or repealing any resolution of the board of directors which by its terms provides that it shall not be so amendable or repealable; and, unless the resolution expressly so provides, no committee shall have the power or authority to declare a dividend or to authorize the issuance of shares of the corporation.

ARTICLE VIII

NOTICES

Section 8.1 Notice of Meeting. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 8.2 Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 9.1 Principal Officers. The officers of the corporation shall be chosen by the board of directors and shall be a president and a secretary. The board of directors may also elect or appoint such other officers, including assistant officers and agents as may be deemed necessary.

Section 9.2 Election. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president and a secretary neither of whom need be a member of the board.

Section 9.3 Appointment. The board of directors may also appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 9.4 Salaries. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 9.5 Term and Removal. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

Section 9.6 President. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 9.7 General Powers of President. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 9.8 Vice Presidents. The vice president, if there is one, or if there shall be more than one, the vice presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 9.9 Secretary. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 9.10 Assistant Secretary. The assistant secretary, if there is one, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 9.11 Treasurer — General Duties. The treasurer, if there is one, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 9.12 Treasurer — Funds. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 9.13 Treasurer — Bond. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 9.14 Assistant Treasurer. The assistant treasurer, if there is one, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 10.1 Stock Certificates. The shares of the corporation shall be represented by certificates signed by the president and secretary of such other officers as may be elected or appointed, and may be sealed with the seal of the corporation or a facsimile thereof.

Section 10.2 Signatures on Certificates. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

Section 10.3 Lost Certificates. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

Section 10.4 Transfer of Shares. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or

accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

Section 10.5 Closing of Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of share-holders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 10.6 Registered Shareholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Texas.

Section 10.7 List of Shareholders. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS; DIVIDENDS

Section 11.1 Dividends. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

Section 11.2 Reserve Funds. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 11.3 Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 11.4 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 11.5 Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas”, The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

INDEMNIFICATION

Section 12.1 Indemnification. The Corporation shall, to the full extent permitted by applicable law, indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation or of a constituent corporation absorbed by the Corporation in a consolidation or merger or is or was serving at the request of the Corporation or such constituent corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, was or is a party or is threatened to be a party to:

(a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the Corporation), and any inquiry or investigation that could lead to such an action, suit or proceeding, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding, or,

Any indemnification by the Corporation pursuant hereto shall be made only in the manner and to the extent authorized by applicable law, and any such indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. The Corporation may pay or reimburse expenses incurred by a person claiming indemnification hereunder to the extent authorized by applicable law.

Section 12.2 Indemnification Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under applicable law.

ARTICLE XIII

AMENDMENTS

Section 13.1 Amendments by Directors. These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board subject to repeal or change at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed repeal or change be contained in the notice of such meeting.

Section 13.2 Amendments by Shareholders. These bylaws may be altered, amended or repealed or new bylaws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

EX-3.143 139 dex3143.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH SUB-ACUTE CENTER OF MECHANICSBURG Certificate of Incorporation of HealthSouth Sub-Acute Center of Mechanicsburg

Exhibit 3.143

CERTIFICATE OF INCORPORATION

HEALTHSOUTH SUB-ACUTE CENTER OF MECHANICSBURG, INC.

1. The name of the corporation is HEALTHSOUTH Sub-Acute Center of Mechanicsburg, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

K. A. Widdoes

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

/s/ K. A. Widdoes

EX-3.144 140 dex3144.htm BYLAWS OF HEALTHSOUTH SUB-ACUTE CENTER OF MECHANICSBURG, INC. Bylaws of Healthsouth Sub-Acute Center of Mechanicsburg, Inc.

Exhibit 3.144

HEALTHSOUTH SUB-ACUTE CENTER OF MECHANICSBURG, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1994, shall be held on the twenty-first day of April if not a legal holiday, and if a legal holiday, then on

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stock-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred

June 6, 1994

AMENDMENT TO BYLAWS

EX-3.145 141 dex3145.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH SURGERY CENTER OF FAIRFIELD, INC. Certificate of Incorporation of HealthSouth Surgery Center of Fairfield, Inc.

Exhibit 3.145

CERTIFICATE OF INCORPORATION

HEALTHSOUTH Surgery Center of Fairfield, Inc.

FIRST: The name of the Corporation is HEALTHSOUTH Surgery Center of Fairfield, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

I. To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, ‘supplies, appliances and equipment and outpatient surgery and related care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

II. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

SIXTH: The name and mailing address of the sole Incorporator is as follows:

William W. Horton

HEALTHSOUTH Corporation

Two Perimeter Park South

Suite 224W

Birmingham, Alabama 35243

Richard M. Scrushy

Two Perimeter Park South

Birmingham, Alabama 35243

Aaron Beam, Jr.

Two Perimeter Park South

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South

Birmingham, Alabama 35243

The undersigned, being the sale Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate and does hereby declare and certify that the facts stated herein are true, and accordingly does hereunto sign this Certificate of Incorporation this 16th day of July, 1996.

/s/ William W. Horton

William W. Horton

EX-3.146 142 dex3146.htm BYLAWS OF HEALTHSOUTH SURGERY CENTER OF FAIRFEILD, INC. Bylaws of Healthsouth Surgery Center of Fairfeild, Inc.

Exhibit 3.146

BY-LAWS

HEALTHSOUTH SURGERY CENTER OF FAIRFIELD, INC.

(a Delaware corporation)

TABLE OF CONTENTS

BY-LAWS

HEALTHSOUTH SURGERY CENTER OF FAIRFIELD, INC.


		Page
	ARTICLE I

	OFFICES

Section 1.1.	Location	1
Section 1.2.	Change of Location	1

	ARTICLE II

	MEETINGS OF STOCKHOLDERS

Section 2.1.	Annual Meeting	1
Section 2.2.	Special Meetings	2
Section 2.3.	List of Stockholders Entitled to Vote	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Adjourned Meetings and Notice Thereof	3
Section 2.6.	Quorum	3
Section 2.7.	Voting	3
Section 2.8.	Action by Consent of Stockholders	4

	ARTICLE III

	BOARD OF DIRECTORS

Section 3.1.	General Powers	5
Section 3.2.	Number of Directors	5
Section 3.3.	Qualification	5
Section 3.4.	Election	5
Section 3.5.	Term	6
Section 3.6.	Resignation and Removal	6
Section 3.7.	Vacancies	6
Section 3.8.	Quorum and Voting	6
Section 3.9.	Regulations	7
Section 3.10.	Annual Meeting	7
Section 3.11.	Regular Meetings	8
Section 3.12.	Special Meetings	8
Section 3.13.	Notice of Meetings; Waiver of Notice	8


Section 3.14.	Committees of Directors	9
Section 3.15.	Powers and Duties of Committees	9
Section 3.16.	Compensation of Directors	10
Section 3.17.	Action Without Meeting	10

	ARTICLE IV

	OFFICERS

Section 4.1.	Principal Officers	10
Section 4.2.	Election of Principal Officers; Term of Office	11
Section 4.3.	Subordinate Officers, Agents and Employees	11
Section 4.4.	Delegation of Duties of Officers	11
Section 4.5.	Removal of Officers	12
Section 4.6.	Resignations	12
Section 4.7.	Chairman of the Board	12
Section 4.8.	President	12
Section 4.9.	Vice President	12
Section 4.10.	Secretary	13
Section 4.11.	Treasurer	13
Section 4.12.	Controller	13
Section 4.13.	Bond	14

	ARTICLE V

	CAPITAL STOCK

Section 5.1	Issuance of Certificates of Stock	14
Section 5.2.	Signatures on Stock Certificates	14
Section 5.3.	Stock Ledger	14
Section 5.4.	Regulations Relating to Transfer	15
Section 5.5.	Transfers	15
Section 5.6.	Cancellation	15
Section 5.7.	Lost, Destroyed, Stolen and Mutilated Certificates	15
Section 5.8.	Fixing of Record Dates	16

	ARTICLE VI

	INDEMNIFICATION

Section 6.1.	Indemnification	17
Section 6.2.	Indemnification Insurance	18


	ARTICLE VII

	MISCELLANEOUS PROVISIONS

Section 7.1.	Corporate Seal	18
Section 7.2.	Fiscal Year	18
Section 7.3.	Waiver of Notice	18
Section 7.4.	Execution of Instruments, Contracts, Etc	19

	ARTICLE VIII

	AMENDMENTS

Section 8.1.	By Stockholders	20
Section 8.2.	By Directors	20

BYLAWS

HEALTHSOUTH SURGERY CENTER OF FAIRFIELD, INC.

ARTICLE I

OFFICES

Section 1.1. Location. The address of the registered office of HEALTHSOUTH Surgery Center of Fairfield, Inc., (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as speed in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Statement of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

shall not otherwise fix the time, date and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 11:00 a.m. central time on the third Thursday of April of each year, commencing with the year 1997, but if such a date is a legal holiday, then on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so pursuant to applicable law, Special meetings of stockholders shall be held at such time and such place, within or without the State of Delaware, as shall be designated in the notice of meeting.

Section 2.7. Voting. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than , one vote for any share, on any matter, in which case every reference in these By-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

ARTICLE III

BOARD OF DIRECTORS

Section 3.2. Number of Directors. The Board of Directors of the Corporation shall

Section 3.6. Resignation and Removal. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shell be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned at a future date, shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when. such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies.

Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested. in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (i) if mailed to such Director addressed to him at his address as it appears upon the books of the Corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such notices are to be sent, at least five days before the clay on which such meeting is to be held, or (ii) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (and his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may he fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Principal Officers. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Vice Chairman of the Board, one or more Vice Presidents, and a Controller. Except as otherwise provided in the Certificate of Incorporation or these By-laws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.8. Fixing of Record Dates.

(b) If no record date is fixed by the Board of Directors:

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.4. Execution of Instruments. Contracts, Etc.

ARTICLE VIII

AMENDMENTS

EX-3.147 143 dex3147.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH SURGERY CENTERS-WEST, INC. Certificate of Incorporation of HealthSouth Surgery Centers-West, Inc.

Exhibit 3.147

CERTIFICATE OF INCORPORATION

AMERICAN SURGERY CENTERS, INC.

ARTICLE I

Name and Duration

The name of the corporation is American Surgery Centers, Inc. The corporation is to have perpetual existence.

ARTICLE II

Registered Office and Registered Agent

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purposes

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock which the corporation shall have authority to issue is Sixty Million (60,000,000) shares of which Fifty Million (50,000,000) shares of the par value of One Cent ($.01) each, amounting in the aggregate to Five Hundred Thousand Dollars ($500,000.00) shall be common stock and of which Ten Million (10,000,000) shares of the par value of One Cent ($.01) each, amounting in the aggregate to One Hundred Thousand Dollars ($100,000.00) shall be preferred stock.

Preferred shares may be issued in one or more series and the number of shares, designations, preferences, rights and restrictions of each series shall be fixed by resolution or resolutions by the Board of Directors.

ARTICLE V

Incorporator

The name and mailing address of the incorporator is as follows:

NAME

MAILING ADDRESS

Julie Green

McDonough, Holland & Allen

555 Capitol Mall, Suite 950

Sacramento, CA 95814

ARTICLE VI

Bylaws

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the bylaws of the corporation.

ARTICLE VII

Shareholders

A. Manner of Voting. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

B. Meetings and Books. Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the corporation.

ARTICLE VIII

Amendment

The corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE IX

Indemnification

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

ARTICLE X

Compromise and Reorganization

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this

corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all of the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

ARTICLE XI

Directors

The number of directors of the Corporation shall be fixed as provided in the Bylaws of the Corporation.

I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 7th day of July, 1992.

/s/ Julie Green

Julie Green, Incorporator

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

AMERICAN SURGERY CENTERS, INC., a corporation organized and existing under and by virtue of the general corporate law of the State of Delaware (the “Corporation”), does hereby certify that:

1. The undersigned, constituting the Sole Incorporator of the Corporation, by an Action by Sole Incorporator, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation:

RESOLVED, that the Certificate of Incorporation of the Corporation, be amended by changing Article I to read as follows:

“The name of the corporation shall be Sutter Surgery Centers, Inc. The corporation is to have perpetual existence”.

2. The Corporation has not received any payment for any of its stock and this Amendment has been duly adopted in accordance with section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, American Surgery Centers, Inc. has caused this Certificate of Amendment to be signed by Julie Green, the Sole Incorporator, this 25th day of August, 1992.

DATE: August 25, 1992


AMERICAN SURGERY CENTERS, INC., a Delaware corporation

By:		/s/ Julie Green
		Julie Green, Sole Incorporator

CERTIFICATE OF MERGER

SSCI Acquisition Corporation

(a Delaware corporation)

into

Sutter Surgery Centers, Inc.

(a Delaware corporation)

Pursuant to the provisions of Section 251 of the General Corporation Law of the State of Delaware, Sutter Surgery Centers, Inc., hereby certifies, in connection with the merger of SSCI Acquisition Corporation with and into Sutter Surgery Centers, Inc., as follows:

1. The name and state of incorporation of each of the constituent corporations are:


Name of Corporation		State of Incorporation
SSCI Acquisition Corporation		Delaware
Sutter Surgery Centers, Inc.		Delaware

2. The Plan and Agreement of Merger, dated as of August 23, 1995, by and among HEALTHSOUTH Corporation, Sutter Surgery Centers, Inc. and SSCI Acquisition Corporation, as amended (the “Plan of Merger”), has been approved, adopted, certified, executed and acknowledged by HEALTHSOUTH Corporation, Sutter Surgery Centers, Inc. and SSCI Acquisition Corporation, in accordance with the provisions of Section 251 of the General Corporation Law of the State of Delaware.

The name of the surviving corporation is Sutter Surgery Centers, Inc., which will continue its existence as the surviving corporation under the name HEALTHSOUTH Surgery Centers-West, Inc.

4. The certificate of incorporation of Sutter Surgery Centers, Inc., is to be amended by reason of the merger by striking the existing text of Article I thereof, relating to the name of the corporation, and by substituting in lieu thereof the following:

“The name of the corporation is HEALTHSOUTH Surgery Centers-West, Inc. The corporation is to have perpetual existence.”

5. The certificate of incorporation of Sutter Surgery Centers, Inc., as amended to reflect the new name of the corporation, shall be the certificate of incorporation of the surviving corporation.

6. The executed Plan of Merger is on file at the principal place of business of the surviving corporation at Two Perimeter Park South, Birmingham, Alabama 35243.

7. A copy of the Plan of Merger will be furnished by the surviving corporation on request and without cost, to any stockholder of Sutter Surgery Centers, Inc. or SSCI Acquisition Corporation.

IN WITNESS WHEREOF, the undersigned duly authorized officer of Sutter Surgery Centers, Inc. has executed this Certificate of Merger as of the 26th day of October, 1995.


Sutter Surgery Centers, Inc

By:		/s/ August A. Saibeni
		August A. Saibeni

CERTIFICATE OF CORRECTION FILED TO CORRECT

A CERTAIN ERROR IN THE CERTIFICATE OF MERGER

OF SSCI ACQUISITION CORPORATION INTO

SUTTER SURGERY CENTERS, INC.

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON OCTOBER 26, 1995.

HEALTHSOUTH Surgery Centers?West, Inc. (formerly Sutter Surgery Centers, Inc.), a corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware,

DOES HEREBY CERTIFY:

1. The name of the corporation is HEALTHSOUTH Surgery Centers?West, Inc.

2. That a Certificate of Merger of SSCI Acquisition Corporation into Sutter Surgery Centers, Inc. was filed by the Secretary of State of Delaware on October 26, 1995, and that said Certificate of Merger requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate of Merger to be corrected is as follows: The Certificate of Merger failed to state that the Certificate of Incorporation of the surviving corporation is amended to provide for a total capitalization of 1,000 shares of common stock, par value $.01 per share.

4. Section 4 of the Certificate of Merger is corrected to read as follows:

“The name of the corporation is HEALTHSOUTH Surgery Centers?West, Inc. the corporation shall have perpetual existence.”

and by striking the existing text of Article IV thereof, relating to the capital stock of the corporation, and substituting in lieu thereof the following:

“The total number of shares of capital stock which the corporation shall have authority to issue is 1000 shares, all of which shall be common stock, par value $.01 per share.”

IN WITNESS WHEREOF, HEALTHSOUTH Surgery Centers?West, Inc., has caused this Certificate to be signed by William W. Horton, its Vice President, this 7^th day of December, 1995.


HEALTHSOUTH Surgery Centers?West, Inc.

By:		/s/ William W. Horton
		William W. Horton Vice President

EX-3.148 144 dex3148.htm BYLAWS OF HEALTHSOUTH SURGERY CENTERS-WEST, INC. Bylaws of Healthsouth Surgery Centers-West, Inc.

Exhibit 3.148

BY-LAWS

ARTICLE I

Meetings of Stockholders

ARTICLE II

Board of Directors

ARTICLE III

Committees

ARTICLE IV

Officers

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other ,entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

EX-3.149 145 dex3149.htm CERTIFICATE OF INCORPORATION OF HEALTHSOUTH SURGICAL CENTER OF TUSCALOOSA, INC Certificate of Incorporation of HealthSouth Surgical Center of Tuscaloosa, Inc

Exhibit 3.149

ARTICLES OF INCORPORATION

HEALTHSOUTH Surgical Center of Tuscaloosa, Inc.

Pursuant to the provisions of the Alabama Business Corporation Act, the undersigned hereby adopts the following Articles of Incorporation:

ARTICLE I

The name of the Corporation is HEALTHSOUTH Surgical Center of Tuscaloosa,

ARTICLE II

The Corporation shall have perpetual duration.

ARTICLE III

The nature of the business or purposes to be conducted or promoted are:

(a) To own, lease, manage and operate outpatient surgical centers.

(b) To own, operate, maintain, manage, equip, improve, repair, alter and otherwise deal with, use and enjoy, to invent, design, develop, assemble, build, construct, fabricate, manufacture, buy, import, lease or otherwise acquire, to mortgage, deed in trust, pledge or otherwise encumber, and sell, export, lease or otherwise dispose of goods, wares and merchandise of every kind, nature and description.

( c) To purchase, lease or otherwise acquire, to own, hold, plant, improve, cultivate, develop, subdivide, construct, maintain, equip and operate, to sell, exchange, lease or otherwise dispose of in mortgage, deed in trust, pledge or otherwise encumber, and generally to deal in and with any and all lands, improved and unimproved, dwelling-houses, apartment houses, hotels, boarding houses, business blocks, office buildings, manufacturing works and plants, and other buildings of any kind, and the products and avails thereof’, and any and all other property of any and every kind and description, real, personal and mixed, wheresoever situated, including water and water rights.

(d) To acquire by grant, purchase, lease, assignment or otherwise, any powers, rights, privileges, immunities, franchises, guaranties, grants and

concessions from any person, partnership, corporation, association, combination, organization, entity, government, governmental subdivision, department or agency, or other body whatsoever, domestic or foreign; to hold, own, exercise, exploit, dispose of and realize upon the same, and to undertake and prosecute any business dependent thereon, which may lawfully be undertaken by the corporation; and to cause to be formed, to promote and to aid in any way in the formation of’ any partnership, corporation, association, combination, organization, entity or other body whatsoever, domestic or foreign, for any such purpose.

(e) To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, own, use, exercise, develop, operate and introduce for its objects and purposes and to sell, assign, lease, and grant licenses or sub-licenses in respect of, pledge or otherwise dispose of or encumber or turn to account, trade and deal in, any letters patent of the United States or any foreign country, patent rights, licenses, privileges, inventions, improvements, processes, formulas, copyrights, trademarks and trade names relating to or useful in connection with any business of the corporation.

(f) To lend its uninvested funds from time to time to such extent as it may deem advisable on call and on time loans, upon such security, if any, as the Board of Directors may determine.

(g) To purchase or otherwise acquire, own, hold, pledge, hypothecate, mortgage or otherwise encumber, exchange, sell, contract to sell, assign, transfer or otherwise dispose of, underwrite and deal in, alone or in syndicates or otherwise in conjunction with others, all forms of securities including, but not by way of’ limitation, stocks, bonds, debentures and other evidences of interest or indebtedness, irrespective of their form or the name by which they may be described, and any evidences of any interest in respect of any such securities, issued or created, or to be issued or created by any other person, partnership, corporation, association, combination, organization, entity, government, governmental subdivision or other body, whether domestic or foreign and whether now or hereafter organized or existing; to issue in exchange therefor its own stocks, bonds or other obligations or securities; and, while the holder of any such securities, to exercise all the rights, powers and privileges of ownership in respect thereof to the same extent as a natural person might or could do; and, to the extent now or hereafter permitted by law, to aid by loan, subsidy, guaranty or otherwise, those issuing, creating or responsible for any such securities or evidences of any interest in respect thereof.

(h) To endorse or guarantee the payment of principal, interest or dividends upon, and the performance of sinking fund or other obligations in respect of, any stocks, bonds, obligations or other securities or evidences of indebtedness issued or created by, and the performance of any contracts or other undertakings of, any person, partnership, corporation, association, combination, organization, entity, government, governmental subdivision or other body whatsoever, domestic or foreign, so far as the same may be permitted by law.

(i) To borrow money and to issue bonds, debentures and other obligations, secured or unsecured, of the corporation, from time to time, for moneys borrowed or in payment for property purchased or for any of the other objects or purposes of the corporation; to secure the same by mortgage or mortgages upon, or by deed or deeds of trust of, or by pledge of or other lien or encumbrance upon, any or all of the property, real or personal, of the corporation wheresoever situated, acquired or to be acquired; to sell or otherwise dispose of any or all of such bonds, debentures or other obligations in such manner and upon such terms as may be deemed judicious by the Board of Directors; to confer upon the holders of any bonds, debentures or other obligations of the corporation, secured or unsecured, the right to convert the principal thereof into stock of the corporation, upon such terms and conditions as may be deemed advisable by the Board of Directors; to create, issue, sell or otherwise dispose of for money, property or other considerations deemed useful for the purpose of the corporation, certificates entitling the holders to an interest in all or any part of the securities from time to time held by the corporation; and to permit the holders of any bonds, debentures or other obligations of the corporation, secured by specific securities, to share in the income of such securities in lieu of, or in addition to, a fixed return on their investment.

(j) To purchase, lease or otherwise acquire the whole or any part of the business, goodwill, rights, and properties, and to acquire and undertake the whole or any part of the assets and liabilities of any person, partnership, corporation, association, combination, organization, entity or other body whatsoever, domestic or foreign, which may be desirable, useful or convenient in the business of the corporation; to pay for the same in whole or in part in cash, stocks, bonds, debentures or other securities or obligations of the corporation, or otherwise; to hold, own, possess and improve, or in any manner dispose of or encumber the whole or any part of the business, goodwill, rights, properties and assets so acquired; and to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary, desirable or convenient in or about the conduct and management of such business.

(k) To purchase, hold, sell, transfer, reissue or cancel the shares of the capital stock or other securities or obligations of the corporation or any rights therein, in the manner and to the extent now or hereafter permitted by the laws of the State of Alabama.

(1) To enter into any legal arrangements for sharing of profits, union of interest, reciprocal concessions or cooperation with any person, partnership, corporation, association, combination, organization, entity or other body whatsoever, domestic or foreign, carrying on or proposing to carry on any business which the corporation is authorized to carry on, or any business or transaction deemed necessary, convenient or incidental to carrying out any of the objects of the corporation.

(m) To undertake, contract for or carry on any business incidental to or in aid of or convenient or advantageous in pursuance of any of the objects or purposes of the corporation.

(n) In general, to carry on any business not contrary to the laws of the State of Alabama and to have and exercise all of the powers now or hereafter conferred by the laws of the State of Alabama upon corporations formed thereunder; and to do any and all of the acts and things hereinbefore set forth, and such other things as are incidental or conducive to the attainment of the objects and purposes of the corporation, or any of them, to the same extent as natural persons could do, and in any part of the world, as principal, factor, agent, contractor or otherwise, either alone or in conjunction with any person, partnership, corporation, association, combination, organization, entity, or other body whatsoever, domestic or foreign; and in carrying on its business and for the purpose of attaining or furthering any of its objects, to enter into, make, perform, carry out, assign or otherwise dispose of, or cancel and rescind, contracts and arrangements with any person, partnership, corporation, association, combination, organization, entity, government, governmental subdivision, department or agency, or other body whatsoever, domestic or foreign, public or private; and to do such acts and things and to exercise any and all rights, powers and privileges which it may now or hereafter be lawful for the Corporation to exercise under the laws of the State of Alabama.

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is 1000 shares, consisting of 1000 shares of Common Stock, par value $.01 per share.

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is 1000 shares, of which 1000 shares shall be Common Stock, par value $.01 per share.

purchase or subscribe for such shares or other securities of the Corporation or have any preemptive rights whatsoever to purchase shares or other securities of the Corporation, but any such unissued stock or such additional authorized issue of new stock, or such securities convertible into stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, and upon such terms, as may be deemed advisable by the Board of Directors in the exercise of its discretion.

ARTICLE V

The address of its initial registered office in the State of Alabama is 1200 AmSouth/Harbert Plaza, 1901 Sixth Avenue North, Birmingham, Alabama 35203 and the name of its initial registered agent at such address is Haskell Slaughter Young & Johnston.

ARTICLE VI

Richard M. Scrushy

Two Perimeter Park South Suite 224W

Birmingham, Alabama 35243

Aaron Beam, Jr.

Two Perimeter Park South Suite 224W

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South Suite 224W

Birmingham, Alabama 35243

ARTICLE VII

The name and mailing address of the sole Incorporator is as follows:

C. Drew Demaray

Two Perimeter Park South Suite 224W

Birmingham, Alabama 35243

ARTICLE VIII

No shareholder, by virtue of being a shareholder, shall enjoy any preemptive rights with regard to purchase of stock.

/s/ C. Drew Demaray

C. Drew Demaray

EX-3.150 146 dex3150.htm BYLAWS OF HEALTHSOUTH SURGICAL CENTER OF TUSCALOOSA, INC. Bylaws of Healthsouth Surgical Center of Tuscaloosa, Inc.

Exhibit 3.150

BYLAWS

ARTICLE 1

OFFICES

ARTICLE 2

SHAREHOLDERS

2.2 Special Meetings. Special meetings may be called for any purposes by the holders of at least one-tenth (1/10) of all the shares entitled to be voted, the Board of Directors or the President.

2.4 Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered no less than ten (10) calendar days, or, in the case it is proposed to increase the stock or bonded indebtedness of the Corporation, not less than thirty (30) calendar days, nor more than sixty (60) calendar days before the date of the meeting, either personally or by mail, by or at the direction of the Board of Directors, the President, the Secretary or any Assistant Secretary to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. The attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting, except when a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is unlawfully called or convened and such shareholder expresses such objection at the beginning of the meeting or promptly upon his or her arrival.

Directors may fix, in advance, a record date, which shall not be more than seventy (70) calendar days nor less than ten (10) calendar days prior to any other action. If no record date is fixed, the following shall apply:

(b) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. A stockholder whose shares are pledged shall be entitled to vote such shares unless, in the transfer by the pledgor on the books of the Corporation, the pledgor has expressly empowered the pledge to vote thereon, in which case the pledgee, or his or her proxy, may represent such shares and votes thereon.

ARTICLE 3

BOARD OF DIRECTORS

3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

3.4 Special Meetings. Special meetings of the Board of Directors or of any committee designated thereby may be called by, or at the request of, the President or by a majority of the directors. A special meeting of the Board of Directors or of any committee designated thereby shall be held at the principal office of the Corporation; provided that, by resolution, or by waiver signed by all directors, it may be held at any other place, either within or without the State of Alabama.

States mail so addressed, with postage thereon prepaid, or when deposited with the overnight courier so addressed with all charges paid to the overnight courier. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by telex or telefax, such notice shall be deemed to be delivered when transmission to the telex or telefax number of such director has been completed. Neither the business to be transacted at nor the purpose of any special meeting of the Board of Directors or any committee designated by the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting in writing, which notice shall be filed with the minutes of the meetings of the Corporation. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and such director expressed such objection at the beginning of the meeting or promptly upon his or her arrival.

3.6 Quorum; Presumption of Assent. A majority of the number of directors fixed in the manner provided by Section 3.2 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but, if less than such quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding or transacting business at the meeting or, as to a matter required under the articles of incorporation or the bylaws to be included in the notice of the purpose of the meeting, he or she objects before action is taken on the matter; (2) his or her dissent or abstention from action taken is entered in the minutes of the meeting; or (3) he or she delivers written notice of his or her dissent or abstention to the presiding office of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting.

3.9 Compensation. Directors, by resolution of the Board of Directors, may be compensated as directors. Such compensation may be in cash or otherwise and may

include: a fixed salary or retainer; a fixed sum for attendance at each meeting of the Board of Directors; expenses for attendance at such meetings; or any combination of the foregoing. Members of special and standing committees of the Board of Directors, by resolution of the Board of Directors, may be compensated in like manner. No compensation to a director, as a director, shall preclude such director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE 4

OFFICERS

4.1 Officers Chosen by Board. Officers of the Corporation shall be elected by the Board of Directors at its first meeting after the annual meeting of stockholders and may consist of a President, one or more Vice Presidents (one or more of whom may be designated by the Board of Directors as Executive Vice President or Senior Vice President), a Treasurer, a Secretary and such other officers as the Board of Directors may prescribe. All such officers shall be elected for a term of one (1) year and until their successors are elected and qualified even if such later date is beyond one (1) year, but they shall, however, be subject to removal by the Board of Directors at its pleasure. Such officers shall perform such duties and exercise such powers as are conferred by the Board of Directors or as are conferred herein. The Board of Directors or the President, by and with the consent and approval of the Board of Directors, may appoint such other officers and agents as, in its or his or her discretion, are required for the proper transaction of the Corporation’s business. Any two (2) or more offices may be held by the same person.

4.7 Other Authority of Officers. The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation, and with the Secretary or an Assistant Secretary, may sign all certificates of shares of the capital stock of the Corporation, and do and perform such other acts and things as may from time to time be assigned to each of them by the Board of Directors. The President, the Treasurer or such other officers as are authorized by the Board of Directors may enter into contracts in the name of the Corporation or sell and convey any real estate or securities now or hereafter belonging to the Corporation and execute any deeds or written instruments of transfer necessary to convey good title thereto and each of the foregoing officers, or the Secretary or the Treasurer of the Corporation, is authorized and empowered to satisfy and discharge or record any mortgage or deed of trust now or hereafter of record in which the Corporation is a grantee or of which it is the owner, and any such satisfaction and discharge heretofore or hereafter so entered by any such officer shall be valid and in all respects binding on the Corporation.

4.11 Vacancies. A vacancy in any office elected or appointed by the Board of Directors because of death, resignation, removal, disqualification or otherwise, may be

filled by the Board of Directors for the unexpired portion of the term. A vacancy in any other office for any reason shall be filled by the Board of Directors, or any committee, or superior officer to whom authority in the premises may have been delegated by these Bylaws or by resolution of the Board of Directors.

ARTICLE 5

CONTRACTS, LOANS, CHECKS AND DEPOSITS

ARTICLE 6

CERTIFICATES FOR SHARES

AND THEIR TRANSFER

6.1 Certificates for Shares. Certificates may be issued for whole or fractional shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed in the manner provided by the Act and any act amendatory thereof, supplementary thereto or substituted therefor. All certificates for shares shall be consecutively numbered or otherwise identified. The name, social security or federal employer identification number, and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer book of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that, in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

6.2 Lost, Stolen, or Destroyed Certificates. Any person claiming a stock certificate in lieu of one alleged to have been lost, stolen or destroyed and shall give the Corporation or its agent an affidavit as to his or her ownership of the certificate and of the facts which go to prove that it has been lost, stolen or destroyed. If required by the Secretary, he or she also shall give the Corporation a bond, in such form as may be approved by the Secretary, sufficient to indemnify the Corporation against any claims that may be made against it or on account of the alleged loss, theft or destruction of the certificates or the issuance of a new certificate.

ARTICLE 7

FISCAL YEAR

The fiscal year of the Corporation shall end on the last day of [12] in each year.

ARTICLE 8

DIVIDENDS

ARTICLE 9

SEAL

ARTICLE 10

WAIVER OF NOTICE

ARTICLE 11

AMENDMENTS AND CONSTRUCTION

11.1 Power of Directors to Amend. The Board of Directors shall have the power to alter, amend and repeal the Bylaws of the Corporation or adopt new Bylaws for the Corporation at any regular or special meeting of the Board; provided that the Board of Directors may not alter, amend or repeal any Bylaw which establishes what constitutes a quorum at shareholders’ meetings, or which was adopted by the shareholders, and specifically provides that it cannot be altered, amended or repealed by the Board of Directors.

11.3 Construction. As used in these Bylaws, the nouns “shareholder”, “director” or “officer”, the noun for the title of any officer and the masculine pronoun shall be deemed to refer, as applicable, to the masculine or feminine genders, and the use of singular references shall be deemed to include the plural and vice versa. The headings or captions of the Articles and Sections hereof are included for convenience of reference only, and the

interpretation of these Bylaws as if none of them were included herein shall govern. The use of the word “person”, unless the context clearly indicates to the contrary, shall refer to a human being, general or limited partnership, joint venture, corporation, association, trust, estate, governmental unit or agency or other legal entity.

EX-3.151 147 dex3151.htm REPORT OF A LIMITED PARTNERSHIP OF HEALTHSOUTH VALLEY OF THE SUN REHAB HOSPITAL Report of a Limited Partnership of HealthSouth Valley of the Sun Rehab Hospital

Exhibit 3.151

REPORT OF A LIMITED PARTNERSHIP

BE IT KNOWN, THAT HEALTHSOUTH Valley of the Sun Rehabilitation Hospital Limited Partnership, a limited partnership organized pursuant to the provisions of Section 10-9A-20, Code of Alabama 1975, hereby makes this report to the Secretary of State pursuant to the provisions of Section 10-9A-3, Code of Alabama 1975:

That the Limited Partnership was formed and organized by executing and recording the certificate of limited partnership in the office of the Judge of Probate of Jefferson County on December 23, 1996.

That the address of the principal office of the limited partnership is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the address of the office (which may but need not be a place of its business in this state) at which shall be kept the records required by Section 10-9A-4 is:

Two Perimeter Park South

Birmingham, Alabama 35243

That the name and address of the agent for service of process is:

The Corporation Company

60 Commerce Street

Suite 1100

Montgomery, Alabama 36104

Sworn to this 23rd day of December, 1996, at Birmingham, Alabama.


HEALTHSOUTH PROPERTIES CORPORATION,
its General Partner

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

STATE OF ALABAMA


CHANGES FOR:		HEALTHSOUTH Valley of the Sun Rehabilitation Hospital
		(name of entity)

1.	Name of Entity HEALTHSOUTH Valley of the Sun Rehabilitation Hospital

2.	State & County of Formation Alabama, Jefferson County Date of Formation 12/26/1996

3.	The name of the registered agent is: The Corporation Company

4.	Please change the registered address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

5.	Please change the principal address from: 60 COMMERCE ST STE 1100, MONTGOMERY, AL 36104

to: 2000 Interstate Park Drive, Suite 204, Montgomery, AL 36109

6.	Please make the following changes other than above: None


DATE:	2/2/99	SIGNATURE:	/s/ Richard E. Botts
			RICHARD E. BOTTS
			(Please print/type name)

			SR. VICE PRESIDENT
			(Your title)

EX-3.152 148 dex3152.htm AGREEMENT AND CERTIFICATE OF LP OF HEALTHSOUTH VALLEY OF THE SUN REHAB HOSPITAL Agreement and Certificate of LP of HealthSouth Valley of the Sun Rehab Hospital

Exhibit 3.152

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Valley of the Sun Rehabilitation Hospital

Limited Partnership

TABLE OF CONTENTS

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Valley of the Sun Rehabilitation Hospital

Limited Partnership


		Page
Parties		1
Recitals		1

ARTICLE I DEFINED TERMS

		1

ARTICLE II ORGANIZATION

2.1. Formation		3
2.2. Qualification		3
2.3. Name		4
2.4. Agent for Service of Process		4
2.5. Principal Place of Business		4
2.6. Prior Agreements of Limited Partnership		4

ARTICLE III PURPOSE

		4

ARTICLE IV TERM

		4

ARTICLE V NAMES AND ADDRESSES OF PARTNERS

5.1. General Partner		4
5.2. Limited Partner		5


ARTICLE VI CAPITAL CONTRIBUTION AND ADDITIONAL WORKING CAPITAL

6.1. Capital Contribution of the General Partner		5
6.2. Capital Contribution of the Limited Partner		5
6.3. Withdrawal of Capital Contributions		5
6.4. Assessments		5
6.5. No Interest on Capital		5
6.6. Additional Working Capital		5

ARTICLE VII COMPENSATION OF GENERAL PARTNER; EXPENSES OF THE PARTNERSHIP

7.1. No Compensation to General Partner as General Partner		5
7.2. Reimbursement of Expenses Incurred by the Partner		6
7.3. Organizational Expenses		6
7.4. Fees and Other Payments Receivable by the Partners or their Affiliates		6

ARTICLE VIII ALLOCATION OF INCOME AND LOSS; DISTRIBUTIONS

8.1. Capital Accounts		6
8.2. Allocation of Income or Loss: In General		6
8.3. Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow		6
8.4. Distribution of Sale Proceeds		7
8.5. Consequences of Distributions		7
8.6. Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred or Sold by the Partnership		7

ARTICLE IX RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE

9.1. Powers		7
9.2. Independent Activities		9
9.3. Duties		9
9.4. Certain Limitations		9
9.5. Net Worth of the General Partner		9
9.6. Indemnification		10


9.7. Succession as General Partner		10

ARTICLE X STATUS OF LIMITED PARTNER

10.1. No Participation in Management		10
10.2. Limited Liability		10
10.3. Investment Intent		11
10.4. Unregistered Limited Partnership Interests		11
10.5. Nature of Investment		11

ARTICLE XI RESIGNATION OF THE GENERAL PARTNER

11.1. Resignation of the General Partner		11
11.2. Notice of Resignation		11
11.3. Liability of the General Partner after Resignation		11

ARTICLE XII DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

12.1. Dissolution of the Partnership		12
12.2. Winding Up of the Partnership		12

ARTICLE XIII BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.1. Books of Account		12
13.2. Financial Reports		13
13.3. Fiscal Year		13
13.4. Banking		13
13.5. Tax Election		13
13.6. Tax Returns		13

ARTICLE XIV MISCELLANEOUS

14.1. Notice		14

iii


14.2. Section Captions		14
14.3. Severability		14
14.4. Right to Rely Upon the Authority of the General Partner		14
14.5. Governing Law		14
14.6. Counterpart Execution		14
14.7. Parties in Interest		14
14.8. Construction of Pronouns		14
14.9. Integrated Agreement		15

Signatures		16
Appendix A
Appendix B

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Valley of the Sun Rehabilitation Hospital

Limited Partnership

AGREEMENT, dated as of December 23 , 1996, by and between HEALTHSOUTH Properties Corporation, a Delaware corporation (the “General Partner”), and HEALTH-SOUTH Corporation, a Delaware corporation (the “Limited Partner”).

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partnership Percentage means 1%.

Limited Partnership Percentage means, in the aggregate, 99% and, with respect to any particular Unit, means 1% .

Partners means, collectively, the General Partner and the Limited Partner.

Partnership means the limited partnership formed pursuant to this Agreement by the filing of the Certificate pursuant to the Act.

Person means a person as that term is defined in Section 7701(a)(1) of the Code, namely an individual, trust, estate, partnership, association, company or corporation.

Successor Corporation has the meaning ascribed to it in Section 9.8.

ARTICLE II

ORGANIZATION

2.2. Qualification. Promptly after the formation of the Partnership, the General Partner shall take such action as shall be required by law to qualify the Partnership to transact business as a foreign limited partnership in the State of Arizona and in such other places as shall be necessary to protect the status of the Partnership as a limited partnership, and as otherwise required by law.

2.3. Name. The name of the Partnership is “HEALTHSOUTH Valley of the Sun Rehabilitation Hospital Limited Partnership”. The business of the Partnership may be conducted under any name chosen by the General Partner, with the consent of the Limited Partner, and the General Partner may, from time to time, change the name of the Partnership with the consent of the Limited Partner.

ARTICLE III

PURPOSE

ARTICLE IV

TERM

ARTICLE V

NAMES AND ADDRESSES OF PARTNERS

5.1. General Partner. HEALTHSOUTH Properties Corporation, a Delaware corporation, is the General Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

5.2. Limited Partner. HEALTHSOUTH Corporation, a Delaware corporation is the Limited Partner, and its principal place of business is Two Perimeter Park South, Birmingham, Alabama 35243.

ARTICLE VI

CAPITAL CONTRIBUTION AND

ADDITIONAL WORKING CAPITAL

6.5. No Interest on Capital. No interest shall be required to be paid on contributions to the capital of the Partnership.

ARTICLE VII

COMPENSATION OF GENERAL PARTNER;

EXPENSES OF THE PARTNERSHIP

7.1. No Compensation to General Partner as General Partner. The General Partner shall receive no direct compensation or fees for acting as the general partner of the Partnership.

7.3. Organizational Expenses. All expenses reasonably incurred in connection with the formation of the Partnership and obtaining the Partnership’s capital shall be paid by the Partnership.

ARTICLE VIII

ALLOCATION OF INCOME AND

LOSS; DISTRIBUTIONS

8.2. Allocation of Income or Loss: In General. Income and loss of the Partnership shall be determined in accordance with the rules for determining federal taxable income and loss. With respect to each fiscal year the General Partner shall be allocated the percentage of all amounts of income, gain, loss or deduction for the year determined pursuant to regulations promulgated under the Code, subject to the provisions of this Article VIII.

8.3. Allocation of Income, Gain, Loss or Deduction; Distribution of Available Cash Flow. (a) The General Partner shall cause all amounts of income, gain, loss or deduction of the Partnership to be allocated 1% to the General Partner and 99% to the Limited Partner.

extent any amount of a cash distribution would create or increase a deficit in the capital account of any Partner, such amount shall not be distributed to such Partner. Such distributions shall be made in quarterly installments within 45 days after the end of each calendar quarter or at such time or times as the General Partner shall deem practicable. The General Partner shall have the right to withhold any distribution of Available Cash Flow if it deems it to be in the best interest of the Partnership to do so.

ARTICLE IX

RIGHTS, POWERS AND OBLIGATIONS

OF THE GENERAL PARTNER; ESTABLISHMENT OF ADVISORY COMMITTEE

(a) spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

(c) purchase, hold, manage and lease the Partnership’s property, and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

(e) incur indebtedness in the ordinary course of business;

(h) invest in short-term debt obligations (including without limitation, obligations of Federal and state governments and their agencies, commercial paper and certificates of deposit of commercial banks, savings banks or savings and loan associations) and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations, which investments shall be considered as “available cash” for purposes of determining Available Cash Flow;

accountants, attorneys, brokers, escrow agents, leasing agents, or in any other capacity deemed by the General Partner necessary or desirable, and pay appropriate fees to any of such persons.

9.4. Certain Limitations. Notwithstanding anything to the contrary contained elsewhere herein, without obtaining the prior written consent of the Limited Partner, the General Partner shall not:

(i) act in contravention of this Agreement or the Management Agreement;

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii) confess a judgment against the Partnership;

(iv) amend this Agreement;

(v) sell or transfer all or substantially all of the assets of the Partnership;

(vi) sell, transfer, mortgage, pledge, hypothecate or otherwise encumber all or any part of the Real Property; or

(vii) grant any lease with respect to any portion of the Real Property for a term exceeding five years (including all options to renew or extend such lease).

9.5. Net Worth of the General Partner, The General Partner shall have and maintain at all times during which it is the general partner of the Partnership a net worth which is sufficient to conduct the business of the Partnership in a prudent manner and to comply with any

requirements of the Code or the regulations thereunder or interpretations by the Internal Revenue Service thereof necessary to avoid the taxation of the Partnership as an association taxable as a corporation.

ARTICLE X

STATUS OF LIMITED PARTNER

10.1. No Participation in Management. The Limited Partner shall not take part in the management of the business of the Partnership, transact any business for the Partnership, have the power to sign for or to bind the Partnership to any agreement or document, or otherwise act as an agent for the Partnership for any purpose, except as may be set forth in any other agreement between the Partnership and the Limited Partner. Except as may be otherwise so agreed, such powers to manage and transact Partnership business, to bind or otherwise act as the agent of the Partnership are vested solely and exclusively in the General Partner.

10.2. Limited Liability. The Limited Partner shall not have any personal or corporate liability whatsoever, whether to the Partnership, to the Partners or to the creditors of

the Partnership, for the debts of the Partnership or any of its losses beyond the amount committed by it to the capital of the Partnership, as set forth in Section 6.2, and its share of undistributed profits.

ARTICLE XI

RESIGNATION OF THE GENERAL PARTNER

11.1. Resignation of the General Partner. The General Partner may resign as such by written notice given in accordance with Section 11.2 of this Agreement.

dissolution of the Partnership pursuant to Article XII shall cease and the Partnership shall promptly take all steps reasonably necessary under Alabama law to cause such cessation of liability; provided, however, that the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 12.2 of this Agreement.

ARTICLE XII

DISSOLUTION AND WINDING UP

OF THE PARTNERSHIP

ARTICLE XIII

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

13.2. Financial Reports. The Partnership will send the following reports to each Person who was a Partner during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership’s fiscal years containing all information necessary for the preparation of the Partner’s Federal income tax return;

(b) An annual report within 90 days after the end of each of the Partnership’s fiscal years containing: (i) a balance sheet as of the end of the fiscal year, a statement of income, partners’ equity and changes in financial position and a cash flow statement for the year then ended, all of which shall be prepared in accordance with generally accepted accounting principles, and all of which shall be audited by the then current independent auditors of the General Partner; and (ii) a report of the activities of the Partnership during the period covered by the report. Such report will set forth distributions to the Partners for the period covered thereby, and shall separately identify distributions from Available Cash Flow during the period, amounts which had been held as reserves and proceeds from disposition or sublease of assets, if any. The report shall also include a detailed statement of any transaction with the Partners or their respective Affiliates and of commissions, compensation and other benefits paid, or accrued to the Partners or their respective Affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed;

13.3. Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE XIV

MISCELLANEOUS

14.4. Right to Rely Upon the Authority of the General Partner. No person dealing with the General Partner shall be required to determine its authority to make any commitment or undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. In addition, no purchaser of the personal property of the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchaser shall have received written notice from the Partnership affecting the same.

14.5. Governing Law. The laws of the State of Alabama shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

14.6. Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

14.7. Parties in Interest. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]


GENERAL PARTNER

HEALTHSOUTH PROPERTIES CORPORATION

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

LIMITED PARTNER:

HEALTHSOUTH CORPORATION

By:		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

APPENDIX A

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Valley of the Sun Rehabilitation Hospital

Limited Partnership

GENERAL PARTNER

Name

Mailing Address

General
Partnership
Interest

HEALTHSOUTH Properties Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

LIMITED PARTNER

Name

Mailing Address

Number
of Units

Social Security or Taxpayer

Identification Number

HEALTHSOUTH Corporation

Two Perimeter Park South

Birmingham, Alabama 35243

APPENDIX B

to the

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

HEALTHSOUTH Valley of the Sun Rehabilitation Hospital

Limited Partnership

List of Assets Contributed by the Limited Partner

Arizona Rehabilitation Hospital, Inc.

EX-3.153 149 dex3153.htm CHARTER OF HSC OF BEAUMONT, INC. Charter of HSC of Beaumont, Inc.

Exhibit 3.153

CHARTER

HSC OF BEAUMONT, INC.

The name of the corporation is HSC of Beaumont, Inc.

Il.

The corporation is authorized to issue 10,000 shares of common stock.

III.

The address of the initial registered office of the corporation shall be 424 Church Street, Suite 2000, Nashville, Davidson County, Tennessee 37219. The initial registered agent at that office shall be John R. Voigt, Esq.

IV.

The name and address of the incorporator of the corporation is Tracy A. Powell, 424 Church Street, Suite 2000, Nashville, Tennessee 37219.

The address and county of the principal office of the corporation shall be 1911 21st Avenue, South, Nashville, Davidson County, Tennessee 37212.

VI.

The corporation is for profit.

VII.

No Shareholder shall have any preemptive rights to subscribe for or purchase any shares or other securities issued by the corporation.

VIII.

Pursuant to Section 48-16-102 of the Tennessee Business Corporation Act, the Board of Directors shall have the power to determine the preferences, limitations, and relative rights of any class or series within a class of shares before the issuance of any shares that class or series.

IX.

No director of the corporation shall be personally liable for monetary damages as such to the corporation or its shareholders for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of each director of the corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as amended. Neither the amendment or repeal of this Article, nor the adoption of any provision of this Charter inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any acts or omissions occurring prior to such amendment, repeal or adoption of an inconsistent provision.

IN WITNESS WHEREOF, the undersigned has executed this Charter on this the 23rd day or June, 1992.

/s/ Tracy A. Powell, Incorporator

Tracy A. Powell, Incorporator

EX-3.154 150 dex3154.htm BYLAWS OF HSC OF BEAUMONT, INC. Bylaws of HSC of Beaumont, Inc.

Exhibit 3.154

BYLAWS

HSC OF BEAUMONT, INC.

Adopted: June 23, 1992

ARTICLE I

OFFICES

The executive offices of the corporation shall be in Davidson County, Tennessee, but the corporation may have other offices at such places as the Board of Directors may from time to time decide or as the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held at the call of the President during the month of April of each year on a date and at such time and place, either within or without the State of Tennessee, as may be selected by the President or the Board of Directors and designated in the call of the meeting.

Section 2. Special Meeting. Special meetings of the shareholders may be called at any time by the President, the Board of Directors or the holder or holders of not less than one tenth (1/10) of all the shares entitled to vote at such meeting, to be held at such time and place, either within or without the State of Tennessee, as may be designated in the call of the meeting.

Section 3. Notice of Meeting. Written notice stating the place, day and hour of annual and special meetings of shareholders shall be given to each shareholder, either personally or by mail to his last address of record with the Corporation, not less than ten (10) nor more than sixty (60) days before the date of meeting. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called and the person or persons calling the meeting. Notice of any annual or special meeting of shareholders may be waived by the person or persons entitled thereto by signing a written waiver of notice at any time before or after the meeting is completed, which waiver may be signed by a shareholder or by his attorney-in-fact or proxy holder.

Section 4. Voting. At all meetings of shareholders, all shareholders of record shall be entitled to one vote for each share of stock standing in their name and may vote either in person or by proxy. Proxies shall be filed with the Secretary of the meeting before being voted or counted for the purpose of determining the presence of a quorum.

Section 5. Quorum. At all meetings of shareholders, a majority of the outstanding shares of stock entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business; and the vote or authorization of a majority of the shares represented at any

meeting at which a quorum is present or represented shall determine the action taken on any matter that may come before the meeting unless otherwise specifically required by law or by express provision of the charter or bylaws of the corporation.

ARTICLE III

DIRECTORS

Section 1. Number and Qualifications. The business and affairs of the corporation shall be managed and controlled by a Board of Directors. Unless designated in the Charter, the number of Directors shall be established initially by the incorporator(s) and thereafter, from time to time, by the Shareholders. Directors need not be shareholders of the corporation.

Section 2. Election and Term of Office. Unless named in the Charter, the first Board of Directors shall be designated by the incorporator(s) and thereafter, the Directors shall be elected at the annual meetings of shareholders; but if any such annual meeting is not held or if the Directors are not elected at any such annual meeting, the Directors may be elected at any special meeting of the shareholders, Directors shall be elected by a plurality of the votes cast, The Directors shall hold office until the next annual meeting of shareholders and thereafter until their respective successors have been elected and qualified.

Section 3. Meetings. Regular meetings of the Directors shall be held annually following the annual meeting of the shareholders. Special meetings of the Directors may be called at any time by the President or by any two (2) Directors on at least two (2) days notice sent by any usual means of communication. Notice of any such meeting may be waived by the person or persons entitled thereto by signing a written waiver of notice at any time before or after the meeting is completed. Attendance of a Director at a meeting shall constitute a waiver of notice thereof unless such attendance is for the express purpose of objecting to such meeting. Any meeting of the Board of Directors may be held within or without the State of Tennessee at such place as may be determined by the person or persons calling the meeting.

Section 4. Quorum. A majority of the total number of Directors prescribed for the Corporation shall constitute a quorum for the transaction of business; and the vote or action of a majority of the Directors present at any meeting at which a quorum is had shall decide any matter that may come before the meeting and shall be the act of the Board unless otherwise specifically required by law or by express provision of the charter or bylaws of the corporation.

Section 5. Vacancies. Vacancies in the Board of Directors occurring for any reason, including an increase in the number of Directors, resignation, or the removal of any Director with or without cause, may be filled by vote of a majority of the Directors then in office although less than a quorum exists; but if the offices of a majority of the entire Board of Directors shall be vacant at the same time, such vacancies shall be filled only by vote of the shareholders. A director elected to fill any vacancy shall hold office until the next annual meeting of shareholders and thereafter until his successor has been elected and qualified.

Section 6. Removal and Resignation. Any or all of the Directors may be removed with or without cause, at any time, by vote of the shareholders. Any director may resign at any time, such resignation to be made in writing and to take effect immediately or on such later date as may be specified therein without acceptance.

Section 7. Committees. From time to time, a majority of the entire Board of Directors

may by resolution appoint an executive committee or any other committee or committees for any purpose or purposes to the extent permitted by law, which committee or committees shall have such powers as shall be specified in the resolution of appointment.

ARTICLE IV

OFFICERS

Section 1. Designation. The officers of the corporation shall be a President, three (3) Vice Presidents, Secretary, and Assistant Secretary. Any two (2) or more of such offices may be held by the same person except the offices of President and Secretary.

Section 2. President. The President shall be the chief executive officer of the corporation and shall exercise all the powers and duties customarily exercised by the chief executive officer of business corporations. He shall preside at all meetings of the shareholders and the Board of Directors and shall call regular and special meetings of the shareholders and Board of Directors in accordance with these bylaws. He shall have general supervision of the business and property of the corporation; and he may appoint agents and employees of the corporation, other than the officers elected or appointed by the Board, subject to the approval of the Board. He shall perform such other duties as may from time to time be prescribed by the Board.

Section 3. Vice President. The Vice President or Vice Presidents shall assist the President in the management of the corporation and shall have such other powers and perform such other duties as may be assigned by the Board. In the absence, disqualification or incapacity of the President, the senior vice president shall perform the duties and exercise the powers of the President.

Section 4. Secretary. The Secretary shall keep the minutes of all meetings of the shareholders and the Board of Directors in appropriate books, and he shall attend to the giving of all notices for the corporation. He shall have charge of the seal and stock books of the corporation and such other books and papers as the Board may direct, and he shall in general perform all duties incident to the office of Secretary of the corporation. He shall perform such other duties as may from time to time be prescribed by the Board.

Section 5. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may: (i) sign, with the President or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been duly authorized by a resolution of the Board of Directors; (ii) assist the Secretary with the maintenance of the minute book of the Corporation; and (iii) execute and deliver certificates pertaining to the minute book of the Corporation. The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

Section 6. Other Officers. The Board of Directors may appoint, or may authorize the President to appoint, additional vice presidents, a treasurer, an assistant treasurer, and such other officers as the Board may from time to time decide, who shall have such authority and perform such duties as may from time to time be prescribed by the Board or designated by the President.

Section 7. Election and Term of Office. The officers shall be elected or appointed at the regular meeting of the Board of Directors following the annual meeting of shareholders, provided that any

vacancy or newly created office may be filled at a special meeting of the Board. The officers shall hold office at the pleasure of the Board, and any officer may be removed at any time by a majority of the entire Board. Unless otherwise determined by the Board, each officer shall hold office until the next regular meeting of the Board following the annual meeting of shareholders and thereafter until his successor has been elected or appointed and qualified.

ARTICLE V

SHARES

Section 1. Certificates. The shares of the corporation shall be represented by certificates in such form as the Board of Directors may from time to time prescribe. Such certificates shall be numbered consecutively in the order in which they are issued, which numbering system may be separated by class or series if there shall be more than one class or series of shares. The certificates shall be signed by the President and Secretary unless the Board of Directors shall otherwise designate any two officers of the corporation for such purpose.

Section 2. Record. The name and address of all persons to whom the shares of the corporation are issued, the number of shares, and the date of issue shall be entered on the books of the corporation. It shall be the duty of each shareholder to notify the corporation of his address.

Section 3. Transfers. The shares of the corporation are transferable only on the books of the corporation by the registered holder thereof, either in person or by power of attorney, and upon delivery and surrender of the certificate representing such shares properly endorsed for transfer. Certificates exchanged or surrendered shall be cancelled by the Secretary and placed in the corporate records.

Section 4. Loss of Certificates. In case of the loss, mutilation or destruction of a certificate representing shares of the corporation, a duplicate certificate may be issued on such terms as the Board of Directors shall prescribe.

ARTICLE VI

SEAL

Section 1. Authority to Adopt. The corporation may have a seal in such form as the Board of Directors may adopt, and the Board of Directors may from time to time change the form of the seal of the corporation.

Section 2. Scroll Seal. In the event the Board shall not have adopted a seal or if it is inconvenient to use the adopted seal at any time, an authorized signature made in the name of and on behalf of the corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the corporation.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin on January 1 and end on the last day of December of the same calendar year, but the Board of Directors may from time to time change the fiscal year of the corporation.

ARTICLE VIII

REFUND OF PAYMENTS

In the event that the Internal Revenue Service shall disallow in whole or in part, the deduction by the corporation as an ordinary and necessary business expense of any payment made to an officer of the corporation, whether as compensation, interest, rent or reimbursement of the expenses incurred by such officer, such officer shall reimburse the corporation to the full extent of such disallowance. The Board of Directors of the corporation shall have the duty to require reimbursement by each such officer to whom payments which have been disallowed have been made, and it shall be the legal duty of each such officer thus to reimburse the corporation. In lieu of direct payment by the officer to effect such reimbursement, the Board of Directors of the corporation may in its discretion, direct and specify the amount to be withheld from the future compensation payments of such officer until the full amount owed to the corporation has been recovered.

ARTICLE IX

INDEMNITY

Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the corporation) by reason of the fact that he is or was serving as an officer or director of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith for the purpose which he reasonably believed to be in the best interest of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful, to the maximum extent permitted by, and in the manner provided by, the Tennessee Business Corporation Act.

ARTICLE X

AMENDMENT

The shareholders of the corporation may adopt new bylaws and may amend or repeal any or all of these bylaws at any annual or special meeting; and also the Board of Directors may adopt new bylaws and may amend or repeal any or all of these bylaws by the vote of a majority of the entire Board, provided that the Board shall make no amendment changing the number of Directors, and provided further that any bylaw adopted by the Board may be amended or repealed by the shareholders.

EX-3.155 151 dex3155.htm ARTICLES OF INCORPORATION OF HVPG OF CALIFORNIA. INC. Articles of Incorporation of HVPG of California. Inc.

Exhibit 3.155

ARTICLES OF INCORPORATION

HVPG of California, Inc.

The name of this corporation is:

HVPG of California, Inc.

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name of this corporation’s initial agent for service of process in the State of California is:

C. T. Corporation System

IV.

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is Ten Thousand (10,000).

DATED: March 5, 1984.


		/s/ Diane Comi
		DIANE M. COMI, ESQ.

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.


		/s/ Diane Comi
		DIANE M. COMI, ESQ.

EX-3.156 152 dex3156.htm BYLAWS OF HVPG OF CALIFORNIA, INC. Bylaws of HVPG of California, Inc.

Exhibit 3.156

CERTIFICATE OF ADOPTION OF BYLAWS

The undersigned hereby certifies:

1. That I am the duly-elected, qualified and acting Secretary of HVPG OF CALIFORNIA, INC.

2. That the foregoing Bylaws were adopted as the Bylaws of said corporation by the Board of Directors at a meeting held as of March 6th, 1984.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal as of this 6th day of March, 1984.

SCOTT CHASE, Secretary

BYLAWS OF

HVPG OF CALIFORNIA, INC.

(A California Corporation)

ARTICLE I

OFFICES

Section 1. PRINCIPAL EXECUTIVE OFFICES. The principal executive office of the corporation is hereby fixed and located at 120 Elm Street, San Diego, California, 92101. The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another, within or without the State of California.

Section 2. OTHER OFFICES. Other business offices may from time to time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

Section 3. PURPOSES AND POWERS. The corporation shall have such purposes as are now or may hereafter be set forth in the Articles of Incorporation and shall have and exercise such powers in furtherance of its purposes as are now or may hereafter be set forth in the Articles of Incorporation.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 1. TIME. An annual meeting of shareholders^-shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the Bylaws and any other proper business may be transacted thereat. Any special meeting shall be held on the date and at the time as the Board of Directors shall from time to time fix.


Time of Meeting:		10:00 a.m.
Date of Meeting:		90 days following the end of the corporation fiscal year

Under no circumstances shall an annual meeting be held more than 60 days after the date designated therefor or, if no date has been designated, for a period of fifteen (15) months after the organization of the corporation or after its last annual meeting.

Section 2. PLACE. Annual meetings of shareholders and any special meetings shall be held at such place within or without this state as may be stated in or fixed in accordance with the Bylaws or as the Board of Directors may from time to time fix. If no other place is stated or so fixed, shareholder meetings shall be held at the principal executive office of the corporation.

Section 3. CALL. Annual meetings may be called by the Board, the President, the Secretary, or by any officer instructed by the Board to call the meeting.

Section 3.1 Special meetings may be called in like manner or by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting or by such other persons as may be provided in the Articles or Bylaws.

Section 4. NOTICE. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of the General Corporation Law. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election.

Section 4.1 Notice of a shareholders’ meeting-or any report shall be given either personally or by mail or other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of this subsection, executed by the^-Secretary, Assistant Secretary, or any transfer agent, shall constitute sufficient proof of the giving of the notice or report.

If any notice or report addressed to the shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.

Section 4.2 Upon request in writing to the President, Vice President, or Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4.3 When a shareholders’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting as provided in the bylaws or as the General Corporation Law may require.

Section 4.4 The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.

Section 5. CONSENT. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice of a consent to the holding of the meeting or an approval of the minutes thereof.

Section 5.1 All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 5.2 Attendance of a person at a meeting constitutes a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting shall not constitute a waiver of any right to object to the consideration of matters required by the General Corporation Law to be included in the notice if such objection is expressly made at the meeting.

Section 5.3 Except as otherwise provided in subdivision (f) of Section 601 of the General Corporation Law, neither the business to be transacted at nor the purpose of any regular or special meeting need be specified in any written waiver of notice.

Section 6. CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the following order of seniority and if present and acting — the President, a Vice President, or, if none of the foregoing is in office and present, and acting, by a chairman to be chosen by a majority of the shares represented at the meeting and entitled to vote.

Section 6.1 The Secretary of the corporation,-or in his absence, an assistant secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an assistant secretary is present, the chairman of the meeting shall appoint a secretary of the meeting.

Section 7. PROXY REPRESENTATION. Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares either at a meeting or by written action. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise provided in the proxy. Every proxy shall continue in full force and effect until revoked by the person executing it prior to the vote or written action pursuant thereto, except as otherwise provided in this section or by the General Corporation law.

Section 7.1 As used herein, a “proxy” shall be deemed to mean a written authorization signed by a shareholder or a shareholder’s attorney in fact giving another person or persons power to vote or consent in writing with respect to the shares of such shareholder, and “Signed” as used herein shall be deemed to mean the placing of such shareholder’s name on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by such shareholder or shareholder’s attorney in fact.

Section 7.2 Where applicable, the form of any proxy shall comply with the provisions of Section 604 of the General Corporation Law.

Section 8. INSPECTORS - APPOINTMENT. In advance of any meeting of shareholders, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or, if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons to replace any of those who so fail or refuse) at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented shall determine whether one or three inspectors are to be appointed.

Section 8.1 The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive votes, ballots, if any, or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all shareholders.

Section 8.2 If there are three inspectors of election, the decision, act, or certificate of a majority shall be effective in all respects as the decision, act, or certificate of all.

Section 9. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. For purposes of this section, a “subsidiary” of this corporation means a corporation of whose shares those possessing more than fifty percent (50%) of the total combined voting power of all classes of shares entitled to vote are owned directly or indirectly through one or more subsidiaries by this corporation.

Section 10. QUORUM; VOTE; WRITTEN CONSENT.

A. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders.

B. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

C. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented thereat either in person or by proxy, but no other business may be transacted except as hereinbefore provided.

Section 10.2 Unless a record date for voting purposes be fixed, as provided in Section 4 of Article V of these Bylaws, then, subject to the provisions of Chapter 7 of the General Corporation Law of California (relating to voting of shares), only persons in whose names shares entitled to vote stand on the stock records of the corporation at the close of business on the business day next preceding the date on which notice of the meeting is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held, shall be entitled to vote at such meeting, and such day shall be the record date for such meeting.

Section 10.3 In the election of directors, a plurality of the votes cast shall elect. No shareholder shall be entitled to cumulate votes for any one or more candidates at a meeting for the election of directors unless such candidate or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for such candidates in nomination.

Section 10.4 Except as otherwise provided by the General Corporation Law, the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting at which a quorum is present shall be authorized by the affirmative vote of a majority of the shares represented at the meeting and entitled to vote, and shall thereby constitute an act of the shareholders.

Section 10.5 Except in the election of directors by written consent in lieu of a meeting, and except as may otherwise-be provided by the General Corporation Law, the Articles of Incorporation or these Bylaws, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

A. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.

B. Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

Section 11. BALLOT. Elections of directors at a meeting need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins. In all other matters, voting need not be by ballot.

Section 12. SHAREHOLDERS’ AGREEMENTS. Notwithstanding the above provisions, in the event this corporation elects to become a “close corporation,” an agreement between two or more shareholders thereof, if in writing and signed by the parties thereto, may provide that in exercising any voting rights the shares held by them shall be voted as provided by the agreement, or as the parties may agree or as determined in accordance with a procedure agreed upon by them, or as otherwise provided in Section 706, or may modify the above provisions as to shareholders’ meetings and actions.

ARTICLE III

BOARD OF DIRECTORS

Section 1. FUNCTIONS. The business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of its Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.

A. The Board of Directors shall have authority to fix the compensation of directors for services in any lawful capacity.

Section 1.2 Each director shall exercise such powers and otherwise perform the duties of a director in good faith, in the manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, using ordinary prudence, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 2. EXCEPTION FOR CLOSE CORPORATION. In the event that this corporation shall elect to become a close corporation, as defined in Section 158, its shareholders may enter into a Shareholders’ Agreement as defined and provided in Sections 186 and 300(b). Notwithstanding the provisions of Section 1 of this Article, said agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the shareholders, provided however such agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such agreement, impose upon each shareholder who is a party thereof, liability for managerial acts performed or omitted by such person pursuant thereto that is otherwise imposed by Section 300 upon Directors, and the directors shall be relieved to that extent from such liability.

Section 3. QUALIFICATIONS AND NUMBER. A director need not be a shareholder of the corporation, a citizen of the United States, or a resident of the State of California.

Section 3.1 The authorized number of directors constituting the Board of Directors until further changed shall be Three (3); provided, however, the authorized number of

directors constituting the Board shall be at least three; provided further that whenever the corporation shall have only two shareholders, the number of directors may be at least two, and, whenever the corporation shall have only one shareholder, the number of directors may be at least one. Subject to the foregoing provisions, the number of directors may be changed from time to time by an amendment of these Bylaws adopted by approval of the outstanding shares. Any such amendment reducing the number of directors to fewer than five cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in writing in the case of action by written consent are equal to more than sixteen and two-thirds percent of the outstanding shares or as provided by Section 212(a). No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

Section 4. ELECTION AND TERM. The initial Board of Directors shall consist of the persons designated in the Articles as such or elected by the incorporators, all of whom shall hold office until the first annual meeting of shareholders or until the expiration of the term for which elected and until their successors have been elected and qualified, or until their earlier resignation or removal from office. Thereafter, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including directors who are elected to fill any vacancies, shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal from office, or death.

Section 4.1 An ex officio director serves on the Board by virtue of his official position. He shall remain an ex officio director until he shall no longer hold a designated position which is the basis for ex officio membership.

Section 4.2 If in the interim between annual meetings of shareholders or of special meetings of shareholders called for the election of directors any vacancies occur in the Board of Directors, including vacancies resulting from an increase in the authorized number of directors which have not been filled by the shareholders, including any other vacancies which the General Corporation Law authorizes directors to fill, and including vacancies resulting from the removal of directors which are not filled at the meeting of shareholders at which any such removal has been effected, if the Articles of Incorporation or a Bylaw adopted by the shareholders so provides, they may be filled by the vote of a majority of the directors then in office or by a sole remaining director, although less than a quorum exists.

Section 4.3 Any director may resign effective upon giving notice to the Chairman of the Board, if any, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to the office when the resignation becomes effective.

Section 4.4 The shareholders may elect a director at any time to fill any vacancy which the directors are entitled to fill, but which they have not filled. Any such election by written consent shall require the consent of a majority of the shares.

Section 5. MEETINGS.

Section 5.1 TIME. Meetings shall be held at such time as provided in the Articles or as herein set forth in the Bylaws or as the Board shall fix by resolution, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble. In the event the newly elected Board meets immediately following the annual meeting of shareholders wherein they were elected, then, for such meetings and notwithstanding any other provision of this section, call and notice are hereby waived and dispensed with.

Section 5.1.1 An annual meeting of the Board of Directors shall be held immediately following the annual meeting of shareholders or such meetings may be held at such time and place as may be designated by the Chairman of the Board, if any, or the President in an appropriate notice of the meeting or as may be fixed by these Bylaws or by resolution of the Board of Directors, for the purpose of election of successor directors, election of officers, and the transaction of any other proper business.

Section 5.1.2 The Board of Directors shall meet regularly on the 2nd Tuesday of February, September, and December unless otherwise cancelled. The time and place of such meeting shall be fixed as according to this section.

Section 5.2 PLACE. Meetings of the Board of Directors may be held at any place within or without the State of California which has been designated in the notice of the meeting or, if not stated in said notice or if there is no notice given, at the place designated in these Bylaws or by resolution of the Board of Directors. In the absence of such designation, meetings shall be held at the principal executive office of the corporation.

Section 5.3 SPECIAL MEETINGS. Meetings of the Board of Directors may be called at any time by the Chairman of the Board, if any, the President, or any Vice President, or the Secretary, or any two directors.

Section 5.4 NOTICE AND WAIVER THEREOF. No notice shall be required for regular meetings for which the time and place have been fixed by these Bylaws or by resolution of the Board of Directors. Special meetings shall be held upon at least four days’ notice by mail or. upon at least forty-eight hours’ notice delivered personally or by telephone or telegraph.

A. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.

B. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.

Section 6. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION. In the event only one director is required by the Bylaws or Articles of Incorporation, pursuant to Section 212(a), then any reference herein to notices, waivers, consents, meetings, or other actions by a majority or quorum of the directors shall be deemed to refer to such notice, waiver, etc., by

such sole director, who shall have all rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

Section 7. QUORUM AND ACTION. A majority of the authorized number of directors shall constitute a quorum of the Board for the transaction of business except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum unless otherwise prohibited by the General Corporation Law and, provided such majority shall constitute at least either one-third of the authorized number of directors or at least two directors, whichever is larger, unless the authorized number of directors is only one.

Section 7.1 A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors, if any, who were not present at the time of adjournment.

Section 7.2 Except as the Articles of Incorporation, these Bylaws and the General Corporation Law may otherwise provide, the act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.

Section 7.3 Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another, and participation by such use shall be deemed to constitute presence in person at any such meeting.

Section 7.4 A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action is approved by at least a majority of the required quorum for such meeting.

Section 8. CHAIRMAN OF THE MEETING. The chairman of any meeting of the Board of Directors shall be the Chairman of the Board, if any and if present and acting, or the President, in the absence of the Chairman of the Board and if present and acting, or any director chosen by the Board or provided in the Bylaws, and who shall preside at all such meetings.

Section 9. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual director may be removed from office without cause if such removal is approved by the holders of at least two-thirds of the outstanding shares entitled to vote, and voting at a special meeting held for that purpose or by a vote of at least a majority of the Board of Directors, provided, that unless the entire Board is removed, an individual director shall not be removed when the votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election of directors at which the same total number of votes were cast or, if such action is taken by written consent (in lieu of the meeting), all such shares entitled to vote were voted and the entire number of directors authorized at the time of the director’s most recent election were then being elected.

A. If it is deemed to be in the best interest of the corporation, the director or directors subject to removal shall be notified of such a meeting held for this purpose, and-such notice must be mailed not less than one week prior to the meeting, to the last known address of the director, stating that the question of removal will be brought before such noticed meeting.

Section 9.2 If any or all directors are so removed, new directors may be elected at the same meeting or by such written consent of the shareholders as provided by Section 305(b), or such vacancies on the Board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director.

Section 9.3 The Board of Directors may declare vacant the office of any director who has been declared of unsound mind by an order of court or convicted of a felony.

Section 10. COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors or as set forth in these Bylaws, shall have all the authority of the Board of Directors except such authority as the General Corporation Law may specifically exclude as a proper delegation of authority.

Section 11. INFORMAL ACTION. The transactions of any meeting of the Board of Directors,’ however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents, and/or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 12. WRITTEN ACTION. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 13. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. The corporation may indemnify any director, officer, agent, or employee as to those liabilities and on those terms and conditions as are specified in Section 317.

Section 13.1 In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons against any liability asserted against or incurred by such person whether or not the corporation would have the power to indemnify such person against the liability insured against.

Section 14. FEES AND COMPENSATION. Directors and members of committees shall not receive any salary for their services as directors or members, however, upon resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed for attendance at each meeting.

Section 14.1 Nothing herein contained shall be construed to preclude any director or committee member from serving the corporation in any other capacity and receiving compensation therefor.

Section 15. TRANSACTIONS BETWEEN CORPORATION AND DIRECTORS. No contract or other transaction between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association in which one or more of the Directors has a material financial interest, is either void or voidable because such Director or Directors or such other corporation, firm or association are parties or because such Director or Directors are present at the meeting of the Board or a committee thereof which authorizes approves or ratifies the contract or transaction, if done so according to the provisions set forth in Section 310 and the General Corporation Law.

ARTICLE IV

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a Chairman of the Board or a President or both, a Secretary, a Chief Financial Officer, and such other officers with such titles and duties as shall be stated in the Bylaws or determined by the Board of Directors and as may be necessary to enable it to sign instruments and share certificates. Any number of offices maybe held by the same person.

Section 2. ELECTION. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors and each shall hold his/her office until he/she shall resign or shall be removed or otherwise disqualified to serve, or until his/her successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the Directors then in office, at any regular or special meeting of the Board, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors (subject, in each case, to the rights, if any, of an officer under any contract of employment).

Section 4.1 Any officer may resign at any time by giving written notice to the Board of Directors, or to the Chairman of the Board, if any, or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other power and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the bylaws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, The President shall be the Chief Executive Officer of the corporation, and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the corporation. He shall preside at all meetings of the shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be ex officio a member of all standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions otherwise placed upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may designate, of all meetings of Directors and Shareholders, with the time • and place of holding, whether of a regular or special nature (how authorized, if special), the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

Section 9.1 The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by_ each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

Section 9.2 The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board of Directors required by the Bylaws or by the General Corporation Law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 10. CHIEF FINANCIAL OFFICER. This officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. Any surplus, including earned surplus, paid-in surplus, surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all reasonable times be open to inspection by any director.

Section 10.1 Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all his transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

Section 11. ASSISTANT SECRETARIES AND ASSISTANT FINANCIAL OFFICERS. The assistant secretaries and the assistant financial officers shall, in the absence or disability of the Secretary or Chief Financial Officer, respectively, and in the order of election, or as set by the Board, have the duties and powers of the Secretary or Chief Financial Officer and shall have such other duties and powers as the Board from time to time prescribes.

ARTICLE V

CERTIFICATES AND TRANSFERS OF SHARES

Section 1. CERTIFICATES FOR SHARES. Each certificate for shares of the corporation shall set forth therein the name of the record holder of the shares represented thereby, the number of shares and the class or series of shares owned by said holder, the par value, if any, of the shares represented thereby, and such other statements, as applicable, as prescribed by Sections 416-419, inclusive, and other relevant Sections of the General Corporation Law of the State of California (the “General Corporation Law”) and such other statements, as applicable, which may be prescribed by the Corporate Securities Law of the State of California and any other applicable provision of the law.

Section 1.1 Each such certificate issued shall be signed in the name of the corporation by the Chairman of the Board of Directors, if any, of the Vice Chairman of the Board of Directors, if any, the President, if any, or a Vice President, if any, and by the Chief Financial Officer or an assistant financial officer or the Secretary or an assistant secretary. Any or all of the signatures on a certificate for shares may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 1.2 In the event that the corporation shall issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor, any such certificate for shares shall set forth thereon the statements prescribed by Section 409 of the General Corporation Law.

Section 2. LOST, STOLEN OR DESTROYED CERTIFICATES FOR SHARES. The corporation may issue a new certificate for shares or for any other security in the place of any other certificate theretofore issued by it, which is alleged to have been lost, stolen or destroyed. As a condition to such issuance, the corporation may require any such owner of the allegedly lost, stolen or destroyed certificate or any such owner’s legal representative to give the corporation a bond, or other adequate security, sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. SHARE TRANSFERS. Upon compliance with any provision of the General Corporation Law and/or the Corporate Securities Law of 1968 which may restrict the transferability of shares, transfers of shares of the corporation shall be made only on the record of shareholders of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes, if any, due thereon.

Section 4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or be entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days or fewer than ten days prior to the date of such meeting or more than sixty days prior to any other action.

Section 4.1 If the Board of Directors shall not have fixed a record date as aforesaid, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth day prior to the day of such other action, whichever is later.

Section 4.2 A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five days from the date set for the original meeting.

Section 4.3 Except as may be otherwise provided by the General Corporation Law, shareholders on the record date shall be entitled to notice and to vote or to receive any dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

Section 5. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President or any other person authorized by resolution of the Board of Directors.

Section 6. MEANING OF CERTAIN TERMS. As used in these Bylaws with respect to the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to assent or consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or shares and to a holder or holders of record or outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

Section 6.1 As used in these Bylaws, all references to specific sections without further description, and all references to the “General Corporation Law” are in reference to the General Corporation Law of the State of California.

Section 6.2 As used in these Bylaws, with respect to the qualification of directors and officers to serve in such positions, such officer or director shall be qualified, disqualified, or unqualified as determined by the General Corporation Law, the Articles of Incorporation, these Bylaws, or by resolution of the Board of Directors.

Section 7. CLOSE CORPORATION CERTIFICATES. All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Section 418(c).

ARTICLE VI

EFFECT OF SHAREHOLDERS’ AGREEMENT - CLOSE CORPORATION

Any Shareholders’ Agreement authorized by Section 300(b) shall only be effective to modify the terms of these Bylaws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Section 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Section 158 (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 1111 (merger), 1201(e) (reorganization) or Chapters 15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties) or any other provision of the General Corporation Law requiring the filing of any document with the Secretary of State. All other provisions of the General Corporation Law or these Bylaws may be altered or waived thereby, but to the extent they are not so altered or waived, these Bylaws shall be applicable.

ARTICLE VII

CORPORATE CONTRACTS AND INSTRUMENTS - HOW EXECUTED

The Board of Directors, except as provided otherwise in the Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purposes or any amount, except as provided in Section 313 of the General Corporation Law.

ARTICLE VIII

CONTROL OVER BYLAWS

After the initial Bylaws of the corporation shall have been adopted by the incorporator or incorporators of the corporation, the Bylaws may be amended or repealed or new Bylaws may be adopted by the shareholders entitled to exercise a majority of the voting power or by the Board of Directors; provided, however, that the Board of Directors shall have no control over any bylaw which fixes or changes the authorized number of directors of the corporation; provided, further, that any control over the Bylaws herein vested in the Board of Directors shall be subject to the authority of the aforesaid shareholders to amend or repeal the Bylaws or to adopt new bylaws; and provided, further, that no new bylaw, nor any amendment or repeal of an existing bylaw, having the effect of reducing the number or minimum number of directors shall be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent would be sufficient to elect at least one director if voted cumulatively at an election at which all of the outstanding shares entitled to vote were voted and the entire number of previously authorized directors were being elected.

ARTICLE IX

BOOKS AND RECORDS - STATUTORY AGENT

Section 1. RECORDS: STORAGE AND INSPECTION. The corporation shall keep at its principal executive office in the State of California or, at the principal business office in the State of California if its principal executive office is not in the State, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California, and, if the corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the Bylaws as amended to date.

Section 1.1 The corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Such minutes shall be in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

Section 1.2 The accounting books and records, record of shareholders, and minutes of proceedings of the shareholders and the Board and committees of the Board of this corporation and any subsidiary of this corporation shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interest as a shareholder or as a holder of such voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 1.3 Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and any of its subsidiaries. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

Section 2. RECORD OF PAYMENTS. A11 checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 3. ANNUAL REPORT. Whenever the corporation shall have fewer than one hundred shareholders, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the General Corporation Law unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same. This section shall not affect any other provision contained in these Bylaws otherwise controlling annual reports.

Section 4. CONSTRUCTION OF TERMS. Unless the context otherwise requires, the general provisions, Rules of Construction on Definitions contained in the General Corporation Law of California shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter. The singular number includes the plural and the plural number includes the singular. The term “person” includes a corporation as well as a natural person.

Section 5. CORPORATE SEAL. The Board of Directors shall adopt, use, and at will alter a corporate seal. Any corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation, the date of its incorporation, and the word “California.”

Section 6. AGENT FOR SERVICE. The name of the agent for service of process within the State of California is C.T. Corporation System.

EX-3.157 153 dex3157.htm ARTICLES OF INCORPORATION OF LAKELAND PHYSICIANS MEDICAL BUILDING, INC. Articles of Incorporation of Lakeland Physicians Medical Building, Inc.

Exhibit 3.157

ARTICLES OF INCORPORATION

LAKELAND PHYSICIANS MEDICAL BUILDING, INC.

I, the undersigned natural person of the age of 18 years or more, acting as an incorporator of a corporation (hereinafter called the “Corporation”) under the Mississippi Business Corporation Act do hereby adopt the following articles of incorporation for the Corporation:

FIRST: The name of the Corporation is:

“Lakeland Physicians Medical Building, Inc.”

SECOND: The period of duration of the Corporation is 99 years.

THIRD: The Corporation is a corporation for profit and the purpose for which the Corporation is organized is to provide outpatient surgery facilities and to engage in the transaction of any and all lawful business for which corporations may be organized under the Mississippi Business Corporation Act.

FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is 1,000 shares of a common class having a par value of $1.00 per share (“Common Stock”). Each share of Common Stock shall have identical rights and privileges in every respect.

FIFTH: The corporation shall not commence business until consideration of the value of at least $1000 has been received for the issuance of shares.

SIXTH: No preemptive rights. No shareholder shall, solely by reason of such shareholder’s ownership of shares or other securities of the Corporation, have any preemptive or preferential right to receive, purchase, or subscribe to (a) any unissued or treasury shares of any class of stock (whether now or hereafter authorized) of the Corporation, (b) any obligations, evidence of indebtedness, or other securities of the Corporation convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase, or subscribe to, any such unissued or treasury shares, (c) any right of subscription to or right to receive, or any warrant or option for the purchase of, any of the foregoing securities, or (d) any other securities that may be issued or sold by the Corporation.

SEVENTH: The post office address of the initial registered office is 118 N. Congress Street, Jackson, Mississippi 39205, and the name of its initial registered agent is C T Corporation System.

EIGHTH: The number of directors constituting the initial board of directors of the Corporation is one, and the name and address of the person who is to serve as director until the first annual meeting of the shareholders or until his successor or successors are elected and shall qualify is:

Donald E. Steen

15110 Dallas Parkway, Suite 600

Dallas, Texas 75248

NINTH: The name and address of the incorporator is:

Alex Jenkins

15110 Dallas Parkway, Suite 600

Dallas, Texas 75248

IN WITNESS WHEREOF, I have hereunto set my hand this 22^nd day of March, 1988.

/s/ Alex Jenkins

Alex Jenkins, Incorporator

THE STATE OF TEXAS

COUNTY OF DALLAS

I, Cyrene Vacanti, a Notary Public, do hereby certify that on this 22^nd day of March, 1988, personally appeared before me Alex Jenkins, who, being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements therein contained are true.

/s/ Cyrene M. Vacanti

Notary Public in and for the State of Texas

My Commission Expires:

September 22, 1991

EX-3.158 154 dex3158.htm BYLAWS OF LAKELAND PHYSICIANS MEDICAL BUILDING, INC. Bylaws of Lakeland Physicians Medical Building, Inc.

Exhibit 3.158

Adopted June 12, 1995

BY-LAWS

LAKELAND PHYSICIANS MEDICAL BUILDING, INC.

ARTICLE I

OFFICES

The principal office of the Corporation in the State of Mississippi shall be located in the City of Jackson. The Corporation may have such other offices, either within or without the State of Mississippi as the business of the Corporation may require from time to time.

The registered office of the Corporation may be, but need not be, identical with the principal office in the State of Mississippi and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of May or such other date as designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a Saturday, Sunday or legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the election shall be held at a special meeting of the shareholders to be held as soon thereafter as may be convenient.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Directors or by the holders of not less than one-fifth of all the outstanding shares of the Corporation.

SECTION 3. PLACE OF MEETING. The annual meeting, or any special meeting called by the Board of Directors, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all shareholders, may designate any place, either within or without the State of Mississippi, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing directors shall be delivered not less than twenty (20) days before the date of the meeting.

SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Mississippi, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 6. QUORUM. A majority of the outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided, that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.

SECTION 7. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy, and such proxy may be withdrawn at any time.

SECTION 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, may be voted by such officer, agent or proxy as the By-laws of such Corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such Corporation may determine.

SECTION 10. VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, for as many persons as there are directors to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Incorporation or except as required by applicable state law.

SECTION 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this By-law by the shareholders. Each director shall hold office for the term for which he is elected or until his successor shall have been elected and qualifies for the office, whichever period is longer. Directors need not be residents of Mississippi nor need they be the holder of any shares of the capital stock of the Corporation.

SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Directors may from time to time appoint such standing or special committees as it may deem for the best interest of the Corporation, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Directors.

SECTION 3. MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this By-law, immediately after, and at the same place, as the annual meeting of shareholders. Additional regular meetings of the Board of Directors may be held at any time and place designated by them. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the directors participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State of Mississippi authorize or permit directors to act other than at a meeting including but not limited to acting through unanimous written consents, then such actions shall be as effective as if taken by the directors at a meeting.

SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 5. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 6. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 7. VACANCIES. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting ‘or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Directors or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 9. REMOVAL OF DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of directors, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

SECTION 10. COMPENSATION. Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

SECTION 1. CLASSES. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected or appointed in accordance with the provisions of Sections 2 or 4 of this article.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract eights, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. Subject to the direction of the Board of Directors, he shall have general charge of the business affairs and property of the Corporation and general supervision over its officers and agents. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time, he shall report to the Board of Directors all matters within his knowledge which the interests of the Corporation may require to be brought to their attention. He shall also perform such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors.

SECTION 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly Authorized (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time, he shall report to the Board of Directors all matters within his knowledge which the interests of the Corporation may require to be brought to their attention. He shall also perform such other duties as are given to him by these By-laws, or from time to time may be assigned to him by the Board of Directors.

SECTION 7. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by these By-laws or as from time to time may be assigned to them by the Board of Directors, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Directors may from time to time determine, shall, in the absence of the President, have all the powers of and be subject to all restrictions upon the President, and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

SECTION 8. SECRETARY. The Secretary shall:

(a) Record all the proceedings of the meetings of the stockholders, the Board of Directors, and any committees in a book or books to be kept for that purpose;

(b) Cause all notices to be duly given in accordance with the provisions of these By-laws and as required by statutes;

(c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the Chairman of such committee with a copy of such resolution;

(d) Be custodian of the records and of the seal of the Corporation, and cause such seal to be affixed to all certificates representing stock of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation tinder its seal shall have been duly authorized;

(e) See that the lists, books, reports, statements, certificates and other documents and records required by statute are properly kept and filed;

(f) Have charge of the stock and transfer books of the Corporation, and exhibit such stock book at all reasonable times to such persons as are entitled by statute to have access thereto;

(g) Sign (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall sign) certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and

(h) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board, or the President.

SECTION 9. ASSISTANT SECRETARIES. At the request of the Secretary or in his absence or disability, the Assistant Secretary designated by him (or in the absence of such designation, the Assistant Secretary designated by the Board of Directors or the Chairman of the

Board or the President) shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the Chairman of the Board, the President or the Secretary.

SECTION 10. TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of these By-laws; (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board, or the President.

SECTION 11. ASSISTANT TREASURERS. At the request of the Treasurer or in his absence or disability, the Assistant Treasurer designated by him (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors or the Chairman of the Board or the President) shall perform all the duties of the Treasurer, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President or Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates for shares shall be consecutively numbered. The name of the person owning the shares represented thereby with the number of shares and date of issue shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year, but may be changed by resolution of the Board of Directors.

ARTICLE VIII

DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

SEAL

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and other appropriate wording.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of these By-laws, or under the provisions of the Articles of Incorporation, or under the provisions of the Corporation Laws of the State of Mississippi, waiver thereof in writing, signed by the person, or persons, entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

ARTICLE XII

AMENDMENTS

The shareholders may alter, amend or rescind the By-laws at any annual or special meeting of shareholders at which a quorum is present, by the vote of a majority of the stock represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Directors shall have the power and authority to alter, amend or rescind By-laws of the Corporation at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change such action of the directors.

LAKELAND PHYSICIANS MEDICAL BUILDING, INC.

* * * * *

BY – LAWS

* * * * *

ARTICLE I

OFFICERS

SECTION 1. The registered office shall be located in Jackson, Mississippi.

SECTION 2. The corporation may also have offices at such other places both within and without the State of Mississippi as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETING OF SHAREHOLDERS

SECTION 1. All meetings of shareholders for the election of directors shall be held in Dallas, State of Texas, at such place as may be fixed from time to time by the board of directors.

SECTION 2. Annual meetings of shareholders, commencing with the year 1989, shall be held on the 31st day of January, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., at which they shall elect by a plurality vote a board of directors and transact such other business as may properly be brought before the meeting.

SECTION 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten or more than sixty days before the date of the meeting, either personally or by mail, by or at the direction or the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

SECTION 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Mississippi as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-fifth of all the shares entitled to vote at the Meeting.

SECTION 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

SECTION 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

SECTION 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

SECTION 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

SECTION 4. Unless otherwise provided in the articles of incorporation, any action required by this Act to be taken at any annual or special meeting of the shareholders of a corporation, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed (i) if five days prior notice of the proposed action is given in writing to all of the shareholders entitled to vote with respect to the subject matter thereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (ii) by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

SECTION 1. The number of directors which shall constitute the whole board shall be not less than one nor more than ten. Thereafter, within the limits above specified, the number of directors shall be determined by a resolution of the board of directors or by the shareholders. The directors, other than the first board of directors, shall be elected at the annual meeting of shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

SECTION 2. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A majority of directors then in office, though less than a quorum, may fill one or more vacancies in the board of directors arising between meetings of shareholders by reason of an increase in the number of directors or otherwise. A director appointed to fill a vacancy, or a newly created directorship, shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

SECTION 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, or by the articles of incorporation, or by these by-laws, directed or required to be exercised or done by the shareholders.

SECTION 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Mississippi, at such place or places as the directors may from time to time determine.

SECTION 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Mississippi.

SECTION 2. The first meeting of each newly elected board of directors shall

be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

SECTION 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

SECTION 4. Special meetings of the board of directors may be called by the president on one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

SECTION 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 7. Unless specifically prohibited by the articles of incorporation or these by-laws, any action required to be taken at a meeting of the board of directors of a corporation, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.

ARTICLE VII

COMMITTEES OF DIRECTORS

SECTION 1. The board of directors, by resolution adopted by a majority of the number of directors, may create one or more committees and appoint members of the board to serve on the committee or committees. To the extent provided in such resolution, each committee shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by Law. Each committee shall have two or more members, who serve at the pleasure of the board. The committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

SECTION 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

SECTION 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

SECTION 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents and one or more assistant secretaries and assistant treasurers.

SECTION 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

SECTION 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

SECTION 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

SECTION 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

SECTION 6. The president shall be the chief executive officer of the

corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

SECTION 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

SECTION 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

SECTION 9. The secretary shall attend all meetings of the board of directors and all meeting of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

SECTION 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

SECTION 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

SECTION 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

SECTION 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

SECTION 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, (perform the duties and exercise the powers of the treasurer), and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

SECTION 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by the president or a vice-president and the secretary or an assistant secretary of the corporation and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back (of the certificate, or the certificate shall have a statement that) the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series, so far as the sane have been fixed and determined, and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Within a reasonable time after the issuance or transfer of uncertified shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to statute.

SECTION 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

SECTION 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

SECTION 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

SECTION 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of a corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, for a meeting of shareholders, not less than ten days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not less than twenty days, immediately preceding such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

SECTION 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall be not bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Mississippi.

LIST OF SHAREHOLDERS

SECTION 7. The officer or agent having charge of the transfer books for shares shall make, within twenty days after the record date for a meeting of shareholders or ten days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

SECTION 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles or incorporation.

SECTION 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meeting contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

SECTION 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

SECTION 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

SECTION 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Mississippi.” The seal may be used by causing it or a facsimile thereof to be impressed of affixed or in any manner reproduced.

ARTICLE XII

AMENEMENIS

SECTION 1. These by-laws may be altered, amended or repealed by the shareholders or the board of directors, but no by-law adopted by the shareholders may be altered, amended or repealed by the board of directors if the by-laws so provide.

EX-3.159 155 dex3159.htm CERTIFICATE OF INCORPORATION OF LAKESHORE SYSTEM SERVICES OF FLORDIA, INC. Certificate of Incorporation of Lakeshore System Services of Flordia, Inc.

Exhibit 3.159

ARTICLES OF INCORPORATION

LAKESHORE SYSTEM SERVICES OF FLORIDA, INC.

The undersigned, for the purposes of forming a corporation under the Florida Business Corporation Act, adopt the following Articles of Incorporation:

ARTICLE ONE

NAME

1.01. The name of the Corporation is Lakeshore System Services of Florida, Inc.

ARTICLE TWO

DURATION

2.01. The term of existence of the Corporation is perpetual.

ARTICLE THREE

PURPOSE

3.01. The nature of the business of the Corporation and its objects, purposes and powers are:

(a) Subject to approval of the Agency for Healthcare Administration, to obtain Certificate of Need #6573, for a forty (40) bed rehabilitation hospital in Bay County, Florida, from Gulf Coast Rehabilitative Services, Ltd.

(b) To construct, operate and manage a forty (40) bed rehabilitation hospital in Bay County, Florida and all related activities pursuant to Certificate of Need #6573.

(c) In general, to carry on any other lawful business whatsoever in connection with the foregoing or which is calculated, directly or indirectly, to promote the interest of the Corporation or to enhance the value of its properties.

ARTICLE FOUR

CAPITAL STOCK

4.01. The aggregate number of shares that the Corporation has authority to issue is one hundred (100), all of which shall be common shares with par value of $1.00.

ARTICLE FIVE

PREEMPTIVE RIGHTS GRANTED

5.01. Each shareholder of any class of stock of this Corporation shall be entitled to full preemptive rights to purchase any unissued or treasury shares of the Corporation and any securities of the Corporation convertible into or carrying a right to subscribe to or acquire any unissued or treasury shares.

ARTICLE SIX

REGISTERED AND PRINCIPAL OFFICES

6.01. The street address of the initial registered office of the Corporation is 1200 South Pine Island Road, Plantation, Florida 33324 and the name of the initial registered agent at that address is CT Corporation System.

6.02. The mailing address of the Corporation is 813 Shades Creek Parkway, Suite 300, Birmingham, Alabama 35201.

6.03. The address of the principal place of business of the Corporation is 813 Shades Creek Parkway, Suite 300, Birmingham, Alabama 35201.

ARTICLE SEVEN

DIRECTORS

7.01. The initial Board of Directors of the Corporation shall consist of two (2) members.

7.02. The names and addresses of the members of the first Board of Directors are:


Name		Address
Michael E. Stephens		813 Shades Creek Parkway Suite 300 Birmingham, Alabama 35209

Thomas W. Marshall		813 Shades Creek Parkway Suite 300 Birmingham, Alabama 35209

ARTICLE EIGHT

INCORPORATORS

8.01. The names and address of the incorporator is:

Name

Address

Colin H. Luke

Post Office Box 306

Birmingham, Alabama 35201

IN WITNESS WHEREOF, I have subscribed my name at Birmingham, Alabama, on May 5, 1994.

/s/ [Colin H. Luke]

Colin H. Luke

Sole Incorporator

This Instrument was prepared by:

Colin H. Luke

Balch & Bingham

1901 Sixth Avenue North, Suite 2600

Birmingham, Alabama 35203

(205) 251-8100

EX-3.160 156 dex3160.htm BYLAWS OF LAKESHORE SYSTEM SERVICES OF FLORDIA, INC. Bylaws of Lakeshore System Services of Flordia, Inc.

Exhibit 3.160

LAKESHORE SYSTEM SERVICES OF FLORIDA, INC.

BYLAWS

Adopted as of May 10, 1994

LAKESHORE SYSTEM SERVICES

OF FLORIDA, INC.

BYLAWS

ARTICLE ONE

REGISTERED OFFICE

1.01. The registered office of the Corporation is located at 1200 South Pine Island Road, Plantation, Florida 33324.

ARTICLE TWO

SHAREHOLDERS’ MEETINGS

Place of Meetings

2.01. All meetings of the shareholders shall be held at the registered office of the Corporation, or at any other place inside or outside of the State of Florida that the Board of Directors designates for that purpose.

Time of Annual Meeting

2.02. The annual meeting of the shareholders shall be held each year within one hundred and twenty (120) days following the close of the Corporation’s fiscal year at the time and place determined by the sole shareholder or if there is no sole shareholder, by the Board of Directors of the Corporation. At the annual meeting, the shareholders shall elect a Board of Directors by plurality vote, and shall transact any other business as may properly come before the meeting.

Notice of Meeting

2.03. Except as provided in this paragraph, written notice of each shareholders’ meeting shall be delivered to each shareholder of record entitled to vote at the meeting. Notice shall be delivered not less than 10 nor more than 60 days before the date of the meeting, in accordance with Section 607.0705, Florida Statutes. The notice must be delivered personally or by mail by or at the direction of, the president, the secretary, or the persons calling the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail. The notice shall be postage prepaid and addressed to the shareholder at the address appearing on the Corporation’s books or supplied by the shareholder to the Corporation for the purpose of notice.

Special Meetings

2.04. Special meetings of the shareholders may be called at any time by the president, the Board of Directors, any two or more directors, or one or more shareholders holding not less than one-tenth (1/10) of all the outstanding shares.

Quorum

2.05. A majority of the outstanding shares constitutes a quorum for the transaction of business. Business may be continued after withdrawal of enough shareholders to leave less than a quorum.

Voting

2.06. Only persons in whose names shares appear on the share transfer books of the Corporation on the date of which notice of the meeting is mailed shall be entitled to vote at the meeting, unless some other date is fixed by the Board of Directors for the determination of shareholders of record. The date shall be not less than 10 nor more than 70 days before the date of the meeting. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote. However, in all elections for Directors, every shareholder shall have the rights: (1) to vote, in person or by proxy, for the number of shares owned by him or her, for as many persons as there are Directors to be elected; (2) to cumulate the shares and give one candidate as many votes as the number of Directors multiplied by the number his or her shares equals; or (3) to distribute votes on the same principle among as many candidates as he or she thinks fit.

Proxies

2.07. At all meetings, any shareholder may vote either in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-if-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

Consent of Absentees

2.08. No defect in the noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder entitled to notice signs a written waiver of notice either before or after the meeting. All waivers, consents, or approvals must be filed with the corporate records or made a part of the minutes of the meeting. For a special shareholders’ meeting, the waiver of notice must state the purpose of the meeting and the business that will be transacted at the meeting.

Action Without Meeting

2.09. Any action that may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action that was taken, is signed by shareholders with sufficient votes to have taken the action at a meeting at which all voting groups and shares entitled to vote on the action was present and voted.

ARTICLE THREE

DIRECTORS

Powers

3.01. The Directors shall act only as a board; and individual Directors shall have no power to take any actions on behalf of the Corporation unless the action is authorized by a majority of the Directors. The business and affairs of the Corporation shall be managed by the Board of Directors, comprised of two (2) persons or as determined by resolution of the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these Bylaws, with regard to actions to be authorized or approved by the shareholders. The Board of Directors may, by contract or otherwise, give general, or limited, or special power and authority to the officers and employees of the Corporation to transact the Corporation’s general business or any special business, and may give powers of attorney to agents of the Corporation to transact any special business requiring that authorization.

Qualification of Directors

3.02. The Directors need not be shareholders of this Corporation or residents of the State of Florida.

Election and Term of Office

3.03. The Directors shall be elected annually by the shareholders and shall hold office until the next succeeding annual meeting and until their successors are elected and qualified to act as Directors.

Vacancies

3.04. Vacancies occurring in the Board of Directors and directorships available because of an increase in the number for directors shall be filed by a person elected by a majority of the members of the Board. All directors elected by the Board shall serve until the shareholders elect a director at an annual meeting or at a special meeting of shareholders called for that purpose.

Place of Meetings

3.05. All meetings of the Board of Directors shall be held at the place within this State that is designated by a majority of the Directors or that is designated in the notice calling the meeting.

Regular Meetings

3.06. Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of this Corporation, and at any other times as the Directors may determine.

Special Meetings - Call and Notice

3.07. Special meetings of the Board of Directors shall be called at any time, for any purpose, by the President, or if he or she is absent or unable or refuses to act, by any Vice President, or any two Directors on twenty-four (24) hours’ personal, telephonic or telegraphic notice to each director, or on three (3) days’ written notice to each director. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors or any committee designated thereby need be specified in the notice or waiver of notice of such meeting.

Quorum

3.08. A majority of the Directors in office shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Board Action Without Meeting

3.09. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, provided in consent in writing, setting forth action so taken, is signed by all of the Directors and filed with the Secretary of the Corporation.

Adjournment - Notice

3.10. A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day and hour. Notice of the time and place of reconvening the meeting need not be given to absent Directors if the time and place is fixed at the meeting that is adjourned. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn until the time fixed for the next regular meeting of the Board.

Committees

3.11. The Board of Directors, by resolution(s) adopted by a majority of the full Board of Directors, may designate from among its members one (1) or more committees, each committee to consist of one (1) or more of the directors. Each of such committee, to the extent provided in the resolution or resolutions of the Board of Directors and during intervals between meetings of the Board, shall have and may exercise all the authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; except that no such committee shall have the authority of the Board of Directors with reference to (1) declaring a dividend or distribution from capital surplus, (2) issuing stock of the Corporation, (3) amending the Articles of Incorporation, (4) adopting a plan of merger or consolidation, (5) recommending to the shareholders the sale, lease, mortgage, exchange or other disposition of all or substantially all of the property and assets of the Corporation other than in the usual and regular course of its business, (6) recommending to the shareholders a dissolution of the Corporation or a revocation thereof, (7) filling vacancies in the Board of Directors, or (8) amending these By-Laws. Such

committee or committees shall have such name or names and consist of such number of directors, and have and may execute such powers as may be determined and specified in the respective resolution or resolutions adopted by the Board of Directors from time to time establishing or changing such committee. A majority of the Board of Directors shall have the power to change the membership of any such committee at any time, to fill vacancies therein and to discharge any committee or to remove any member thereof, with or without cause, at any time.

Committee Meetings, Minutes and Reports

3.12. Meetings of any committee of the Board may be called by the President, or by the chairman of the committee, at any time upon personal, telephonic, telegraphic, written or such other notice as may be determined by such committee. A majority of the members of each committee may fix such committee’s rules of procedure, determine its manner of acting, and fix the time and place, whether within or without the State of Alabama, of its meetings. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors whenever required or requested.

Transactions with Directors, etc.

3.13. Insofar as not prohibited by applicable law, no contract or other transaction between the Corporation and one or more of its directors or any other corporation, firm, association or entity in which one (1) or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction, if the contract or transaction is fair and reasonable to the Corporation and if either:

(a) The fact of such relationship or interest is disclosed to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

(b) The fact of such relationship or interest is disclosed to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.

Common or interested directors may not be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Compensation

3.14. Directors and members of committees may receive compensation for their services and reimbursement for their expenses as determined by resolution of the Board.

ARTICLE FOUR

NOTICES

Manner of giving notice

4.01. Except as otherwise required by law, whenever notice is required to be given to any director or shareholder, such notice requirement can be satisfied by giving written notice by mail, addressed to such director or shareholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given in person, or by telegram, telephone or facsimile transmission. The Secretary shall give, or cause to be given, the notices required by law or these By-Laws of all meetings of the Shareholders, and of the Board of Directors and its committees.

Waiver of Notice

4.02. Whenever any notice is required to be given to any shareholder or director of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE FIVE

OFFICERS

Title and Appointment

5.01. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers and assistant officers as the Board of Directors shall from time to time determine. Any two offices may be held by the same person. All officers shall be elected by the hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Election

5.02. The Board of Directors, at its annual organizational meeting, may choose a Chairman, Vice Chairman, President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as it deems necessary or desirable. If the officers, or any of them, for any reason should not be elected at the Board of Directors’ organizational meeting, they may be elected at any regular or special meeting of the Board of Directors.

Appointive Officers

5.03. The Board may from time to time appoint or delegate the appointment of such other officers as it may deem necessary, including one or more Assistant Secretaries and one or more Assistant Treasurers. Such officers shall hold office for such period, have such

authority and perform such duties, subject to the control of the Board, as are in these By-Laws provided or as the Chairman of the Board, the President or the Board may from time to time prescribe. The President shall have authority to appoint and remove agents and employees and to prescribe their powers and duties and may authorize any other officer or officers to do so.

Compensation

5.04. The salaries and other compensation of the Corporation’s principal officers shall be fixed by the Board of Directors, after taking account of any recommendations by any committee which is authorized to advise the Board with respect to compensation. The Board may from time to time delegate to any principal officer or to any committee power to fix the salaries and other compensation for all other Corporation officers, employees and agents. The action of the Board of Directors in so fixing officer compensation shall not be rendered invalid by reason of the fact that a director voted in favor of a resolution fixing his own salary or by reason of the fact that his presence was necessary to constitute a quorum of the Board.

Term, Removal and Vacancies

5.05. The Corporation’s officers shall hold office until their successors are elected and qualified. Any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled in the manner prescribed in these By-Laws for regular election or appointment to such office.

Powers and Duties of Officers

(a) Chairman of the Board. The Chairman of the Board shall, when present, preside at all meetings of the Board of Directors, and of the shareholders. In general, he shall perform all the duties incident to the office of Chairman of the Board, and such other duties as the board may from time to time determine or as may be prescribed by these By-Laws.

(b) Vice Chairman. The Vice Chairman, in the absence, inability or disability of the Chairman, shall perform the Chairman’s duties. The Vice Chairman shall have such other duties as may be prescribed by the Board of Directors from time to time.

(c) President. The President shall be the chief executive officer of the Corporation, and subject to the control of the Board of Directors, shall determine the Corporation’s basic policies, have general supervision of its business and affairs and be responsible for all internal operations of the Corporation. The President shall report to the Board of Directors, and shall be responsible for personnel, and shall designate and assign the duties of the officers under his supervision, at the direction or with the approval of the Board of Directors.

The President shall have the authority to execute bonds, mortgages and other contracts and instruments requiring a seal, under the seal of the Corporation; and shall have the authority to endorse, when sold, assigned, transferred, or otherwise disposed of, all certificates for shares of stock, bonds, securities or evidences of indebtedness issued by other corporations, associations, trusts, individuals or entities, whether public or private, or by any government or agency thereof, which are owned or held by the Corporation, and to make, execute and deliver

all instruments of assignment or transfer of any stocks, bonds, securities, evidences of indebtedness, agreements, or other property owned or held by the Corporation in any capacity. He shall, under the supervision of the Board, be responsible for all investments of the Corporation and shall have full authority to do any and all things delegated to him by the Board of Directors or by any committee of the Board having authority.

(d) Vice Presidents. The Vice Presidents, in order of their seniority or as designated by the Board of Directors, shall in the absence, inability or disability of the President, perform the duties and exercise the powers of said office, and when so acting shall be subject to all restrictions upon the President. At all other times the Vice Presidents shall perform such other duties and exercise such other powers as the Board of Directors may prescribe, or as the President may delegate.

(e) Treasurer. The Treasurer shall be the Corporation’s chief financial officer and shall have the custody of such property and assets of the Corporation as may be entrusted to him by the Board of Directors or by the President. He shall, subject to the general supervision of the Board of Directors and any audit committee thereof, have general supervision and authority over the Corporation’s books and accounts, its methods and systems of recording and keeping account of its business transactions and of its assets and liabilities, and within such authority, prepare and deliver all reports and returns required of the Corporation by law or by any governmental or regulatory authority pertaining to the condition of the Corporation and its assets and liabilities. He shall be responsible for preparing statements showing the Corporation’s financial condition and results of operation, and shall furnish such reports and financial records as may be required or requested by the Board of Directors, the Chairman or the President. He shall receive and give receipt for funds due and payable to the Corporation, shall have charge and custody of all funds and securities of the Corporation and shall deposit all such funds in the Corporation’s name in such banks and depositories selected or authorized by the Board. The Treasurer shall perform or cause to be performed all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board.

(f) Assistant Treasurers. The Assistant Treasurer, or if there are more than one, the Assistant Treasurers in the order designated by the Board of Directors shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer, and at all other times shall perform such duties and have such powers as the Board of Directors, the Chairman, the President or the Treasurer may prescribe from time to time.

(g) Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders, and shall keep the minutes of all proceedings of such meetings in books kept for these purposes, and shall perform like duties for the standing committees of the Board when required. The Secretary shall perform such other duties as may be prescribed by the Board of Directors, the Chairman or the President. He shall have custody of the corporate seal of the Corporation and shall affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of any Assistant Secretary. The Secretary shall also keep a stock ledger containing the names of all persons who are now or hereafter become shareholders of the Corporation showing their places of residence, the respective number of Shares held by them, and the time when they respectively became the holders of such Shares.

(h) Assistant Secretary. The Assistant Secretary, or if there are more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there is no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the power of the Secretary, and at all other times shall perform such other duties and have such other powers as the Board of Directors, the Chairman, the President or the Secretary may from time to time prescribe.

ARTICLE SIX

EXECUTION OF INSTRUMENTS

6.01. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and the execution or signature shall be binding on the Corporation.

ARTICLE SEVEN

ISSUANCE AND TRANSFER OF SHARES

Certificates for Paid and Unpaid Shares

7.01. Certificates for shares of the Corporation shall be issued only when fully paid.

Share Certificates

7.02. The Corporation shall deliver certificates representing all shares to which shareholders are entitled. These certificates shall be in a form as the Board of Directors may provide, except as provided in this Paragraph 6.02. Each certificate shall bear on its fact the statement that the Corporation is organized under the laws of Florida, the name of the registered holders, the number and class of shares and the designation of the series, if any, and the par value or a statement that the shares are without par value. The certificates shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary, whose signatures may be in facsimile if the certificates are to be signed by a transfer agent or registrar, and the seal of the corporation shall be affixed to the certificates. All certificates for shares shall be consecutively numbered. The certificates shall contain on the faces or backs such recitations or references as are required by law.

Replacement of Certificates

7.03. No new certificate shall be issued until the former certificate for the shares represented by it has been surrendered and canceled. However, in the case of lost or destroyed certificates, the Board of Directors may order new certificates to be issued on such terms, conditions, and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

7.04. Shares of the Corporation may be transferred by endorsement by the signature of the owner, his or her agent, attorney, or legal representative, and the delivery of the certificate. The transferee in any transfer of shares shall be deemed to have full notice of, and to consent to, the Bylaws of the Corporation to the same extent as if he or she had signed a written consent to the Bylaws.

ARTICLE EIGHT

RECORDS AND REPORTS

Inspection of Books and Records

8.01. All books and records provided for by statute shall be open to inspection of the shareholders from time to time and to the extent expressly provided by statute, and not otherwise. The Directors may examine such books and records at all reasonable times.

Closing Stock Transfer Books

8.02. The Board of Directors may close the transfer books at their discretion for a period not exceeding 70 days preceding any annual or special meeting of the shareholders or the day appointed for the payment of a dividend. A written or printed notice of the closing of the transfer books shall be mailed at least 10 days before the closing of each shareholder of record at the address appearing on the records of the Corporation or supplied by the shareholder for the purpose of notice.

ARTICLE NINE

GENERAL PROVISIONS

9.01. Declaration of Dividends. Except as otherwise expressly provided by the Articles of Incorporation, dividends upon the Corporation’s Shares may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, property, or in Shares of the Corporation of any class or series.

9.02. Annual Reports to Shareholders. The Board of Directors shall cause the Corporation to mail to each of its shareholders, not later than one hundred twenty (120) days after the close of each of its fiscal years, a financial statement, which may be consolidated, including a balance sheet as of the end of such fiscal year and a statement of income for such fiscal year. Such financial statement shall be prepared in accordance with generally accepted accounting principles, or, if the books of the Corporation are not maintained on that basis, may be prepared either on the same basis used by the Corporation for filing its United States income

tax returns or as required by appropriate regulatory agencies. The financial statement shall be accompanied by a report of the President, the officer of the Corporation in charge of its financial records or a certified public accountant stating whether, in his opinion, the financial statements of the Corporation present fairly the financial position of the Corporation and the results of its operations in accordance with generally accepted accounting principles and, if not, describing the basis of their preparation and giving his opinion of the fairness of the presentation of the data shown by them, in accordance with accounting procedures generally used in the trade, industry or business conducted by the Corporation.

9.03. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

9.04. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the words “Seal” or “Corporate Seal” and “Florida”, as impressed in the margin hereof. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, or reproduced or otherwise used on document or instrument.

9.05. Indemnification.

(a) The Corporation shall indemnify all persons who may be indemnified by the Corporation to the full extent required or permitted by law, including but not limited to the indemnification provided in Section 607.0850 of the Florida Business Corporation Act, as such Florida Business Corporation Act or such Section 607.0850 now or hereafter exists.

(b) In addition to the above, and without restricting the power or duty of the Corporation to provide indemnification, the Corporation shall:

(i) Indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(ii) Indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(iii) Indemnify any director, officer, employee or agent of the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with any action, suit, or proceeding referred to in subsections (i) and (ii) of this Section or in defense of any claim, issue or matter therein, to the extent that he has been successful on the merits or otherwise in defense of any such action, suit or proceedings, or in defense of any claim, issue or matter therein. Any indemnification under subsections (i) and (ii) of this Section, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (i) and (ii) of this subsection. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been wholly successful on the merits or otherwise with respect to such claim, action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.

(c) In addition to the above provisions of this Section, and without restricting the power or duty of the Corporation to provide indemnification thereunder, unless prohibited by law, the Corporation may indemnify any director, officer, employee or agent under such circumstances and to the extent approved by the holders of a majority of the Shares of stock of the Corporation; provided, however, that the Shares of stock of the person or persons proposed to be indemnified shall not be included for the purpose of determining what constitutes a majority and such Shares shall not be voted on the issue. Indemnification may be provided under this subsection (c) notwithstanding the fact that it has been denied, expressly or by implication, under subsections (a) or (b) of this Section.

(d) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such claim, action, suit or proceeding as authorized in the manner provided in subsections (b) and (c) of this Section upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if and to the extent that it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in subsections (b) and (c) of this Section.

(e) The indemnification authorized by this Section shall not be deemed exclusive of and shall be in addition to any other right to which those indemnified may be entitled under any statute, rule of law, provision of the Articles of Incorporation, these By-Laws, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and personal representatives of such a person.

(f) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section or under Section 607.0850 of the Florida Business Corporation Act, as such Section 607.0850 or such Act now or may hereafter exist.

ARTICLE TEN

AMENDMENT OF BYLAWS

10.01. The power to make, alter, amend, or repeal the Bylaws is vested in the Board of Directors, except to the extent that such power is reserved to the shareholders by statute.

Signature and Certification

I certify that the foregoing are the true and correct Bylaws of Lakeshore System Services of Florida, Inc., a Florida corporation.



		Thomas W. Marshall
		Secretary

EX-3.161 157 dex3161.htm CERTIFICATE OF ASSUMED NAME OF LAKEVIEW REHABILITATION GROUP PARTNERS Certificate of Assumed Name of Lakeview Rehabilitation Group Partners

Exhibit 3.161

OFFICE OF

SECRETARY OF STATE


DREXELL R. DAVIS		FRANKFORT,
Secretary		KENTUCKY

CERTIFICATE OF ASSUMED NAME

KRS 365.015

THIS CERTIFIES THAT THE ASSUMED NAME OF Lakeview Rehabilitation Group Partners has been adopted by Continental Medical of Kentucky, Inc., ANH, Inc., Rehab-Ortho, Inc. and Elizabethtown Rehabilitation Group, Inc.

[THE REAL NAME OF THE ENTITY AS DEFINED IN KRS 365.015(1)]

which is a (YOU MUST CHECK ONE)


x	General Partnership	¨	Corporation
¨	Limited Partnership	¨	Joint Venture
¨	Business Trust	[Sole Proprietorships are not filed in our office]

organized and existing in the state of Kentucky and whose address in Kentucky is 134 Heartland Drive, Elizabethtown, Hardin County, Kentucky 42701

The Statement of Assumed Name must be executed and acknowledged for a general partnership, by all the partners; for a limited partnership, by a general partner; for a business trust, by the trustees; for a corporation, by its President or Vice President and Secretary or Assistant Secretary; for a joint venture, by its partners. NOTE: Whenever a corporation is acting as a partner, the certificate must be executed and acknowledged by the President or Vice-President and Secretary or Assistant Secretary of each corporation listed as a partner.

This statement of assumed name has been executed by the business entity by:

Continental Medical of Kentucky Inc.

Elizabethtown Rehabilitation Group, Inc.

TITLE

Partner

TITLE

Partner

By:

ANH, Inc., Partner

TITLE

By: /s/ Karl W. Hubbard

Karl W. Hubbard, Secretary

Rehab-Ortho, Inc., Partner

TITLE

By:

ACKNOWLEDGEMENT


State of Kentucky		)
		) SS
County of Hardin		)

The foregoing instrument was acknowledged before me this 3 day of March 1988, by Karl W. Hubbard, Secretary ANH, Inc.

NAME AND TITLE

on behalf of Lakeview Rehabilitation Group Partners

REAL NAME OF BUSINESS

Filing Fee is $20.00

Submit with original signatures

/s/ [unreadable]

EX-3.162 158 dex3162.htm PARTNERSHIP AGREEMENT OF LAKEVIEW REHABILITATION GROUP PARTNERS Partnership Agreement of Lakeview Rehabilitation Group Partners

Exhibit 3.162

AMENDMENT TO PARTNERSHIP AGREEMENT

FOR

LAKEVIEW REHABILITATION GROUP PARTNERS

WHEREAS, on December 30, 1987, Continental Medical of Kentucky, Inc. (“CMKI”), a Delaware corporation wholly-owned by Continental Medical Systems, Inc. (“CMS”); ANH, Inc. (“ANH”), a Kentucky corporation, all of the outstanding capital stock of which is owned in equal shares by Bijan Ahmadi, M.D. (“Ahmadi”), William C. Nash, M.D. (“Nash”) and Karl W. Hubbard, M.D. (“Hubbard”); Rehab-Ortho, Inc. (the “Robbins Company”), a Kentucky corporation, all of the outstanding capital stock of which is owned by Robert E. Robbins, M.D.; and Elizabethtown Rehabilitation Group, Inc. (the “Malik Company”), a Kentucky corporation, all of the outstanding capital stock of which was owned by M.I. Malik, M.D. (“Malik”) entered into a Partnership Agreement (the “Partnership Agreement”) to form a Partnership to manage a 40-bed rehabilitation hospital located in Elizabethtown, Kentucky (the “Facility”). CMKI, ANH, the Robbins Company and the Malik Company are hereinafter collectively referred to as the “Partners”;

WHEREAS, the Partnership Agreement provides for a fifty percent (50%) partnership interest to be held by CMKI, a thirty percent (30%) partnership interest to be held by ANH, and a ten percent (10%) partnership interest to be held by each of the Robbins Company and the Malik Company;

WHEREAS, the initial capital contributions of each Partner to the Partnership, in consideration of each Partner’s percentage interest were in the amounts set forth below:


CMKI	$	348,225
ANH		67,500
Robbins Company		22,500
Malik Company		-0-

WHEREAS, while the percentage interests held by each of the Partners in the Partnership reflected both cash contributed and sweat equity contributed to the formation and activities of the Partnership, the initial capital contributions reflected only the cash contribution to the Partnership;

WHEREAS, the Malik Company was not credited for the fair market value of pre-operational services rendered on behalf of the Partnership as its initial capital contribution;

WHEREAS, CMKI originally contributed an amount in excess of the pro-rata amount required to purchase its fifty percent (50%) partnership interest in the Partnership;

WHEREAS, on July 29, 1991 the Department of Health and Human Services issued regulations providing for certain safe harbors applicable to investments similar to that of the Partnership (the “Safe Harbor Regulations”, 42 CFR Part 1001);

WHEREAS, one (1) of the eight (8) guidelines set forth to meet the Investment Safe Harbor of Section 1001.952(a) (2) of the Safe Harbor Regulations provides that the amount of payment to an investor in return for the investment interest must be directly proportional to the amount of the capital investment (including the fair market value of any pre-operational services rendered) of that investor;

WHEREAS, the assets of the Malik Company were distributed to the shareholders M. I. and Elizabeth Ann Malik on June 30, 1991 and were contributed on the same day by a deed of gift to the Lincoln Trail Recovery Center “A”, Inc., a Kentucky corporation, the sole shareholder of which is the Malik Children’s Trust, and the Malik Company was dissolved under Articles of Dissolution filed with the Secretary of State November 22, 1991;

WHEREAS, the Partners desire to amend the Partnership Agreement, effective as of the date of such agreement, to credit the Malik Company for its pre-operational services and to reduce the CMKI initial capital contribution such that each Partner’s payment as an investor in the Partnership shall be directly proportional to the amount of such partner’s capital return as set forth in the Investment Safe Harbor of the Safe Harbor Regulations;

WHEREAS, the Partners desire to amend the Partnership Agreement to substitute the Lincoln Trail Recovery Center A, Inc., a Kentucky corporation, as the Partner for Elizabethtown Rehabilitation Group, Inc., a Kentucky corporation;

NOW, THEREFORE, in consideration of the terms and covenants herein contained, and intending to be legally bound, the Partners agree as follows:

1. Effective June 30, 1991, the Elizabethtown Rehabilitation Group, Inc. is deleted as a Partner and the Lincoln Trail Recovery Center “A”, Inc. is hereby made a Partner, and hereafter in this Amendment and in the Partnership Agreement is referred to as the Malik Company. The capital contribution of the Elizabethtown Rehabilitation Group, Inc. is hereby transferred to the Lincoln Trail Recovery Center “A”, Inc.

2. The Malik Company contributed pre-operational services to the Partnership for which no payment was received regarding obtaining the Certificate of Need for the Facility, designing and constructing the building to accommodate the Facility, obtaining financing for the Facility, arranging with CMKI to manage the Facility and structuring the ownership entity. The Partners agree that the fair market value of such services, based on documented time spent by the Malik Company on such activities is in excess of Twenty-Two Thousand Five Hundred Dollars ($22,500).

3. The Partners agree that the Malik Company initial capital account should be adjusted to reflect its fair market value service contribution in an amount of $22,500, effective as of the date of the Partnership Agreement, and that such $22,500 represents the Malik Company’s consideration for a ten percent (10%) Partnership interest (the “Malik Adjustment”).

Page 2

4. The Partners agree that the CMKI initial capital account should be adjusted to reduce the amount from $348,225 to $112,500, effective as of the date of the Partnership Agreement, and further agree to cause the Partnership to distribute to CMKI the excess $235,725 it originally contributed a part of its initial capital contribution, which amount shall be distributed to CMKI at the time of the next regularly scheduled partnership distribution pursuant to the Partnership Agreement (the “CMKI Adjustment”).

5. As a result of the Malik Adjustment and the CMKI Adjustment, each Partner shall have contributed $22,500 for each ten percent (10%) interest in the Partnership such that each Partner’s return shall be in direct proportion to the amount invested by him, in accordance with the previously stated requirement of the Investment Safe Harbor.

6. Article II, Section 2.01 of the Partnership Agreement shall be amended and restated in its entirety as follows:

2.01 Initial Capital Contribution. The initial capital contributions of each Partner shall be in cash or by way of services rendered to the Partnership in the amount or value set forth below:


CMKI	$	112,500
ANH		67,500
Robbins Company		22,500
Malik Company		22,500

7. Article V, Section 5.06(a). Delete

8. Article III, Section 3.03. Delete and then insert:

“Unless otherwise agreed by 90% of the Partnership Interests, a distribution of all cash in the Partnership account less $300,000 shall be made to the Partners in the proportions required by Section 3.01 and shall be made no less than six calendar weeks after the end of each quarter of the Partnership fiscal year.”

9. Article III, Section 3.05. Delete.

10. Article IV, Section 4.04, after the first sentence insert:

“Solely for the purpose of providing the Partners information as to whether the Partnership falls within the safe harbor provisions of the regulations issued under 42 U.S.C. §1320a-7b and for no other

Page 3

purpose, the Managing Partner no less than quarterly shall review the gross revenues of the Facility and provide to each Partner a written statement as to (1) the total number of patients of the Facility during the prior quarter referred to the Facility by all shareholder/s of that Partner and what percentage of the total this represents, and (2) how much gross revenue was generated by the total of these referred patients and what percentage of the total that revenue represents.”

11. Article IX, Section 11.02. Delete the address of Jane D. Lollis and insert the following:

1150 Starks Building

455 South Fourth Avenue

Louisville, Kentucky 40202

12. In all other respects, the Partners ratify and reaffirm the Partnership Agreement as adopted by each of them.

Except as amended herein, the Partnership Agreement remains in full force and effect.

This writing shall be binding upon and inure to the benefit of the parties, their successors and assigns.

This Agreement shall be governed by the laws of the Commonwealth of Kentucky.

IN WITNESS WHEREOF, the Partners have executed this Agreement the 19^th day of January, 1993.


CONTINENTAL MEDICAL OF KENTUCKY, INC.

By:		/s/ Robert A. Ortenzio
		Robert A. Ortenzio
		President

Date: 2/8/93

ANH, INC.

By:		/s/ [unreadable]

Page 4


Date: 2-3-93

REHAB-ORTHO, INC.

By:		/s/ Robert E. Robbins, M.D.
		Robert E. Robbins, M.D.
		President

Date: 1/27/93

LINCOLN TRAIL RECOVERY CENTER “A”, INC.

By:		/s/ M. I. Malik, M. D.
		M. I. Malik, M. D.
		President

Date: 3/2/93

Page 5

EX-3.163 159 dex3163.htm ARTICLES OF INCORPORATION OF LITTLE ROCK-SC, INC. Articles of Incorporation of Little Rock-SC, Inc.

Exhibit 3.163

STATE OF ARKANSAS — OFFICE OF THE SECRETARY OF STATE

ARTICLES OF INCORPORATION

LITTLE ROCK-SC, INC.

The undersigned, natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the Arkansas Business Corporation Act (Act 576 of 1965), adopt the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation is LITTLE ROCK-SC, INC.

SECOND: The period of duration is perpetual.

THIRD: The purpose or purposes for which the corporation is organized are:

To develop, construct, own and/or operate health care facilities; to engage in any lawful act or activity.

FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 1,000 shares.

The designation of each class, the number of shares of each class, or a statement that the shares of any class are without par value, are as follows:


NUMBER OF SHARES	CLASS	SERIES (IF ANY)	PAR VALUE PER SHARE OR STATEMENT THAT SHARES ARE WITHOUT PAR VALUE
1,000	common	—	$	1.00

FIFTH: The amount of capital with which this corporation will begin business is not less than $300.00. This corporation will not transact any business until there has been paid in for the issuance of shares consideration of the value of at least Three Hundred Dollars.

SIXTH: The address of the initial registered office of this corporation is 417 Spring Street, Little Rock, Arkansas 72201 and the name of its initial registered agent at such address is The Corporation Company.

SEVENTH: The number of directors constituting the initial Board of Directors is three (3), and they will serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified.

EIGHTH: The name and address of each incorporator is:


NAME		STREET ADDRESS, CITY & STATE
M. E. Kraemer		2 Peachtree St., N. W., Atlanta, Ga. 30383

T. S. Merker		2 Peachtree St., N. W., Atlanta, Ga. 30383

L. A. Cancro		2 Peachtree St., N. W., Atlanta, Ga. 30383

Dated: September 26, 1984.

SIGNATURE OF INCORPORATORS:

/s/ M. E. Kraemer

M. E. Kraemer

/s/ T. S. Merker

T. S. Merker

/s/ L. A. Cancro

L. A. Cancro

EX-3.164 160 dex3164.htm BYLAWS OF LITTLE ROCK-SC, INC. Bylaws of Little Rock-SC, Inc.

Exhibit 3.164

BYLAWS

LITTLE ROCK - SC, Inc.

1. The annual meeting of stockholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Arkansas, fixed by the Board of Directors.

2. Special meetings of the stockholders may be held at any place within or outside the State of Arkansas upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of not less than one-tenth of the issued and outstanding shares of capital stock entitled to vote.

3. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

4. The business of the Corporation shall be managed by a Board of Directors consisting of such number of directors as may be fixed by action of the Board of Directors or stockholders; provided, however, that the number of directors shall not be less than three, unless the Corporation has less than three shareholders, in which case the number of directors shall be at least equal to the number of shareholders. The number of directors may be increased or decreased by action of the Board of Directors or stockholders, provided that any such action by the Board of Directors shall require the vote of a majority of the number of directors which the Corporation would have if there were no vacancies in the Board of Directors. Vacancies in the Board of Directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum except that when removed by the stockholders the vacancy may be filled by a stockholder. Directors may be removed for or without cause by the stockholders as provided in Section 64-304 of the Arkansas Business Corporation Act.

5. Regular meetings of the Board of Directors shall be held without notice (a) at the location of the annual meeting of stockholders immediately after that meeting in each year and (b) at such other times and at such places, within or outside the State of Arkansas, as shall be fixed by the Board

of Directors. Special meetings of the Board of Directors may be held at any place within or outside the State of Arkansas upon call of the Chairman of the Board of Directors, if any, the President, or a majority of the directors then in office, which call shall set forth the time and place of meeting. Written, oral, or any other mode of notice of the time and place of meeting shall be given for special meetings in sufficient time, which need not in any event exceed 24 hours, for the convenient assembly of the directors. Two directors then in office unless there is only one shareholder, but in no event less than a majority of directors the Corporation would have if there were no vacancies in the Board of Directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. Any action which can be taken by the Board of Directors at a regular or special meeting may be taken by unanimous written consent of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors.

6. The Board of Directors shall elect a President, a Vice President, a Secretary, a Treasurer and such other officers as it may deem appropriate. Persons may hold more than one office except that no person may serve as both President and Secretary unless there is only one shareholder. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the Board of Directors.

7. By resolution adopted by a majority of the number of directors the Corporation would have if there were no vacancies in the Board of Directors, the directors may designate from among their number two or more directors to constitute an Executive Committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the Board of Directors.

8. The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the stockholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the stockholders.

LITTLE ROCK - SC, INC.

CORPORATE RECORD

Shares Issued


Certificate No.	Issued to	Date of Issuance	No. of Shares	Consideration
1	Surgical Care Affiliates, Inc.	October 1, 1984	1,000	$1,000

2

EX-3.165 161 dex3165.htm RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL IMAGING AFFILIATES, INC. Restated Certificate of Incorporation of National Imaging Affiliates, Inc.

Exhibit 3.165

RESTATED CERTIFICATE OF INCORPORATION

NATIONAL IMAGING AFFILIATES, INC.

National Imaging Affiliates, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is National Imaging Affiliates, Inc. The Corporation was originally incorporated on February 28, 1992.

2. This Restated Certificate of Incorporation further amends and restates the Certificate of Incorporation of the Corporation by amending it to read, in its entirety, as herein set forth in full:

FIRST: The name of the Corporation is National Imaging Affiliates, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.0l per share.

SEVENTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director;

provided, however, that this Article SEVENTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit. No amendment to, or repeal of, this Article SEVENTH shall apply to, or have any effect on, the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such Director occurring prior to such amendment or repeal.

IN WITNESS WHEREOF, said National Imaging Affiliates, Inc. has caused this Certificate to be signed by a duly authorized officer, this 23rd day of October, 1997.


NATIONAL IMAGING AFFILIATES, INC.

By:		/s/ [Russell H. Maddox]
		Russell H. Maddox
		President

EX-3.166 162 dex3166.htm AMENDED AND RESTATED BYLAWS OF NATIONAL IMAGING AFFILIATES, INC. Amended and Restated Bylaws of National Imaging Affiliates, Inc.

Exhibit 3.166

AMENDED AND RESTATED

BY-LAWS

NATIONAL IMAGING AFFILIATES, INC.

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meeting. All meetings of the stockholders shall be held at such time and at such place within or without the State of Delaware as shall be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual_. Meetings. An annual_, meeting of the stockholders shall be held each year on such date and at such time as shall be designated from time to time by the Board of Directors, and stated in the notice of the meeting, at which meeting the stockholders shall elect, in accordance with the Certificate of Incorporation, a board of directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any proper purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation of the Corporation, may be called at any time by the Board of Directors or the President pursuant to a resolution adopted by a majority of the entire Board of Directors or by the holders of at least 20% of all shares of the Corporation entitled to vote at the special meeting. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice of the meeting.

Section 4. Notice. Written or printed notice stating the place, date and hour of any meeting of stockholders, and in the case of a special meeting, the purpose or purposes for which

the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, a Vice President, the Secretary, an Assistant Secretary or the person calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his address as it appears on the stock ledger of the Corporation.

Section 5. List of Stockholders. The officer or agent of the Corporation having charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before each meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list, for a period of ten (10) days prior to such meeting, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or stock ledger, or to vote at any meetings of stockholders.

Section 6. Quorum. The holders of a majority of the capital stock issued and outstanding and entitled to be cast thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time until a quorum shall be present or represented without notice of the adjourned meeting other than announcement of the time and place thereof at the meeting at which the adjournment is taken. When any adjourned meeting is reconvened and a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7. Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting. power present or represented by proxy at such meeting shall decide any question brought before such meeting, unless the vote of a different number is expressly required by statute, the Certificate of Incorporation or these By-Laws, in which case such express provision will govern and control the decision of such question. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8. Proxy. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share having voting power held by such stockholder. Every proxy must be

executed in writing (which shall include telegraphing, facsimile transmission or cabling) by the stockholder or by his duly authorized attorney-in-fact, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 9. Action Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without .a meeting, without prior notice and without a vote, if a consent in writing (which shall include telegraphing, facsimile transmission or cabling), setting forth the action so taken, shall be signed by the holders of outstanding shares of the Corporation having_, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. Number of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of five directors; provided, however, that the number of Directors which shall constitute the whole Board of Directors shall be increased to eleven upon the occurrence of certain events and for such time as is specified in Section 4.1(b) of that certain Securityholders Agreement, dated as of September 29, 1995, between the Corporation and certain of its stockholders. Directors shall be elected at the Annual Meeting of Stockholders, except as provided in Section 2 of this Article III, and each director shall hold office until his successor is elected and qualified. Directors need not be stockholders of the Corporation.

Section 2. Vacancies and Additional Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. In the event a person serving on the Board of Directors is removed (either for cause or without cause), resigns or fails or refuses to act for any reason, then a majority if the remaining members of the Board of Directors shall elect such person’s successor to serve on the Board of Directors.

Section 3. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute, or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 4. Place of Meetings. The Directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the chairman, if there be one, the President or any two directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, electronic facsimile or telegram on twenty-four (24) hours notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 6. Quorum; Voting. Unless otherwise provided by statute, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, the presence of a majority of the number of directors constituting the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of a majority of the number of Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

If a quorum is not present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. Upon attainment of representation by a quorum, subsequent to an adjournment of the meeting, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of ally’ absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise 111 the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 8. Compensation of Directors. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and ex^penses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of the committees of the Board of Directors may, by resolution of the Board of Directors, be allowed like compensation for attending meetings of such committees.

Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee designated by the Board of Directors may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or Committee.

Section 10. Meetings by Conference Call, Etc. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Reliance Upon Books. Directors and members of any committee designated by the Board of Directors shall, in the performance of their duties, be fully protected in relying in good faith upon the books of accounts or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board. of Directors or by any such committee, or in relying in good faith upon other records of the Corporation.

ARTICLE IV

NOTICES

Section 1. Form of Notice. Whenever under the provisions of the Certificate of Incorporation, these By-Laws or by statute, notice is required to be given to any director or stockholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing and personally delivered or sent by mail, postage prepaid, addressed to such director or stockholder at such address as appears on the books of the Corporation, and any such notice required or permitted to be given by mail shall be deemed to be given at the time when the same be thus deposited in the United States mail as aforesaid; such notice may also be given by some form of electronic transmission, in which case it shall be so addressed as to be received by such director or stockholder at the address of such director or stockholder as it appears on the books the Corporation or at a regular place of such director’s or stockholder’s business, in which case such notice shall be deemed be given at the time when the recipient of such transmission acknowledges its receipt.

Section 2. Waiver. Whenever any notice is required to be given to any director or stockholder of the Corporation under the provisions of the statutes, the Certificate of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the attendance is for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. General. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may, in its discretion, elect a Chairman of the Board of Directors (who must also be a director), one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers, all of whom shall also be officers. Two or more offices may be held by the same person, unless the Certificate of Incorporation or these By-Laws otherwise provide. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

Section 5. Chief Executive Officer. Any Chief Executive Officer of the Corporation shall have, subject only to the Board of Directors, general and active management and supervision of the business and affairs of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have all powers and duties of supervision and management usually vested in the general manager of a corporation, including the supervision and direction of all other officers of the Corporation and the power to appoint and discharge agents and employees.

Section 6. President. The President will be the chief administration officer of the Corporation and, subject to the control of the Board of Directors and the Chief Executive Officer(s), will supervise and control all of the business and affairs of the Corporation. The President will have all powers and perform all duties incident to the office of President and will have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 7. Chief Financial Officer. The Chief Financial Officer, if any, will have responsibility for the receipt and disbursement of all corporate funds and securities, will keep full and accurate accounts of such receipts and disbursements, and will deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Chief Financial Officer will render to the Directors whenever they may require it an account of the operating results and financial condition of the Corporation, and will have such other powers and perform such other duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him.

Section 8. Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the—duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or^-in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 9. Secretary. The Secretary shall attend all meetings. of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the

Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such•. depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all_; books, papers, vouchers, money and other property of whatever kind in his _.possession or under his control belonging to the Corporation.

Section 11. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 12. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 13. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates. The Corporation shall deliver certificates representing all shares to which stockholders are entitled. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors and shall be numbered consecutively and entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the holder’s name, the number, class of shares, and the par value of the shares or a statement that the shares are without par value. They shall be signed by the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof if the Corporation shall then have a seal. If any Certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Corporation or an employee of the Corporation, the signatures of the Corporation’s officers may be facsimiles. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed on such certificate, shall cease to be such officer, transfer agent or registrar, whether because of death, resignation or otherwise, before such certificate has been delivered by the Corporation or its agents, such certificate may nevertheless be issued and delivered with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and’ the qualification, limitations or restrictions or such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Lost Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3. Transfer of Shares. Shares of stock of the Corporation shall be transferrable in the manner prescribed by law and in these By-Laws. Shares of stock shall^-le

transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney and, upon surrender to the Corporation or to the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Registered Stockholders. The Corporation shall be” entitled to recognize the exclusive right of a person registered on its books as the owners of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the statutes and of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the capital stock of the Corporation, provided that all such declarations and payments of dividends shall be in strict compliance with all applicable laws and the Certificate of Incorporation.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 3. Real. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 4. Annual Statement. The Board of Directors shall present at each annual meeting and when called for by vote of the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify, defend and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or. completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify, defend and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer, of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except. that no indemnification or defense of claims shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification and defense under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors (other than Advisory

Directors, if any) who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied- to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise, or on information or records given or reports_. .made to the Corporation or another. enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care ‘by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 of this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provision of this Section 4 of this Article VIII shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the’ director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 of this Article VIII shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding ;hall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to his Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.

Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so .hat any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or_,agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under-the provisions of this Article VIII with respect to the resulting or surviving corporation as such indemnification relates to his acts while serving in any of the foregoing_. capacities, of such constituent corporation, as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article

VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1. Amendments. Except as otherwise provided in the Certificate of Incorporation, these By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws shall be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. Except as otherwise provided in the Certificate of Incorporation, all such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

EXHIBIT C

RESOLUTIONS ADOPTED AT ANNUAL MEETING OF SHAREHOLDERS OF NATIONAL IMAGING AFFILIATES, INC; HELD AUGUST 17, 1995

(i)	A motion to elect James R. Leininger M.D., Sam A. Brooks, and Frank R. Kyle to serve as members of the Board of Directors;

(ii)	A motion to approve the increase in the number of common and preferred shares; and

(iii)

A motion to approve the Amendment of the Certificate of Incorporation, attached hereto as Exhibit “E,” to reduce the par value of the stock, to amend the terms of the Series A Preferred Stock, and to create a Series B Senior Convertible Preferred Stock.

EX-3.167 163 dex3167.htm RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL SURGERY CENTERS, INC. Restated Certificate of Incorporation of National Surgery Centers, Inc.

Exhibit 3.167

RESTATED CERTIFICATE OF INCORPORATION

NATIONAL SURGERY CENTERS, INC.

(Pursuant to Sections 242 & 245 of the General Corporation Law of the State of Delaware)

National Surgery Centers, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

1. The name of the Corporation is National Surgery Centers, Inc. The Corporation was incorporated on September 13, 1995.

2. This Restated Certificate of Incorporation further amends and restates the Certificate of Incorporation of the Corporation by amending it to read, in its entirety, as herein set forth in full:

FIRST: The name of the Corporation is National Surgery Centers, Inc.

SECOND: The Corporation shall have perpetual duration.

THIRD: The address of the Corporation’s registered once in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

(a) To engage in the business of providing comprehensive rehabilitation and clinical healthcare services on an ambulatory and inpatient basis in rehabilitation clinics, surgery centers and hospitals to the general public through the provision of physician services, physical therapy, social and/or psychological, respiratory therapy, cardiac rehabilitation, pulmonary rehabilitation, occupational therapy, speech pathology, prosthetic and orthotic devices, nursing care, drugs and biologicals, supplies, appliances and equipment and outpatient surgery and related care, and other services and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.0l per share.

SEVENTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article SEVENTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware as the same now exists or may hereafter be amended, or (iv) for Any transaction from which the Director derived an improper personal benefit. No amendment to, or repeal of, this Article SEVENTH shall apply to, or have any effect on, the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.

IN WITNESS WHEREOF, said National Surgery Centers, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 25th day of September, 1998.


NATIONAL SURGERY CENTERS, INC.

By:		/s/ William W. Horton
		William W. Horton
		Vice President

EX-3.168 164 dex3168.htm BYLAWS OF NATIONAL SURGERY CENTERS, INC. Bylaws of National Surgery Centers, Inc.

Exhibit 3.168

BY-LAWS

ARTICLE I

Meetings of Stockholders

ARTICLE II

Board of Directors

ARTICLE III

Committees

ARTICLE IV

Officers

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other ,entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

EX-3.169 165 dex3169.htm ARTICLES OF INCORPORATION OF NEURO IMAGING INSTITUTE, INC. Articles of Incorporation of Neuro Imaging Institute, Inc.

Exhibit 3.169

ARTICLES OF INCORPORATION

MAGNETIC RESONANCE IMAGING OF BREVARD, INC.

The undersigned incorporator, being a natural person competent to contract, hereby adopts these Articles of Incorporation in order to form a corporation under the laws of the State of Florida.

ARTICLE I

The name of this Corporation is Magnetic Resonance Imaging of Brevard, Inc.

ARTICLE II

This Corporation shall commence upon the execution of these Articles and shall exist perpetually.

ARTICLE III

The purpose of this Corporation is to engage in any business lawful under the laws of the State of Florida and the United States.

ARTICLE IV

This Corporation is authorized to issue Ten Thousand (10,000) shares of $1.00 par value, common stock. The rights attendant to all such shares, once issued, shall be identical in all respects.

The shares of this Corporation are not to be divided into classes.

This Corporation is not authorized to issue shares in series or in less than whole shares.

ARTICLE V

Every Shareholder, upon the issuance of any new stock of this Corporation, shall have the right to purchase his or her pro-rata share thereof (as nearly as can be done without issuing fractional shares), at the price at which it is offered to others.

ARTICLE VI

The initial street and mailing address of the principal place of business of the Corporation is 609 Atlantic Street, Melbourne Beach, Florida 32951. The initial address in Florida of the initial registered office of this Corporation is 930 S. Harbor City Boulevard, Suite 505, Melbourne, Florida 32901, and the name of the initial registered agent of this Corporation at that address is J. Patrick Anderson.

ARTICLE VII

The initial Board of Directors shall consist of one (1) Director initially. The number of Directors may be either increased or diminished from time to time by the Shareholders, but shall never be less than one. The name and address of the person who shall serve as Director until the first annual meeting of the Shareholders, or until a successor has been elected and qualified, is as follows:

Marc D. Shapiro

609 Atlantic Street

Melbourne Beach, FL 32951

ARTICLE VIII

The Shareholders of this Corporation shall adopt By-Laws which shall contain provisions for the management of the business and the regulation of the affairs of the Corporation that are not inconsistent with the Articles or the laws of the State of Florida.

ARTICLE IX

The name and address of the initial incorporator is as follows: J. Patrick Anderson, 930 S. Harbor City Boulevard, Suite 505, Melbourne, Florida 32901.

ARTICLE X

The Board of Directors shall have the power to amend or supplement these Articles of Incorporation when approved by a majority vote of the Shareholders.

IN WITNESS WHEREOF, the undersigned has made and subscribed to these Articles of Incorporation in Melbourne, Brevard County, Florida, this 12th day of June, 1996.

/s/ J. Patrick Anderson

J. Patrick Anderson

I hereby declare that I am familiar with and accept the duties and responsibilities as registered agent for said corporation.

/s/ J. Patrick Anderson

J. Patrick Anderson

Registered Agent

STATE OF FLORIDA

COUNTY OF BREVARD

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid, to take acknowledgments, personally appeared, J. Patrick Anderson, who is personally known to me and who executed the foregoing Articles of Incorporation and he acknowledged before me that he executed and subscribed to these Articles of Incorporation.

WITNESS my hand and official seal in the County and State aforesaid this 12th day of June, 1996.

/s/ Sandra L. Debbert

Sandra L. Debbert

Notary Public

State of Florida at Large

My Commission Expires:

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION

MAGNETIC RESONANCE IMAGING OF BREVARD, INC.

Pursuant to the provisions of Chapter 607, Florida Statutes, and its Articles of Incorporation, the undersigned corporation adopts the following Amendment to its Articles of Incorporation, as originally tiled with the Secretary of State of the State of Florida.

I. The name of the Corporation is MAGNETIC RESONANCE IMAGING OF BREVARD, INC.

II. Article I of the Articles of Incorporation are hereby amended to read as follows.

“ARTICLE I – NAME

The name of this corporation is NEURO IMAGING INSTITUTE, INC.”

III. This amendment does not provide for an exchange, reclassification or cancellation of issued shares.

IV. This Amendment was adopted on the 29th day of July, 1996.

V. The number of votes cast for the approval of the amendment by the shareholders was sufficient for approval. The corporation has only one class of stock.

IN WITNESS WHEREOF, the undersigned has executed these articles of amendment on the 29th day of July, 1996.


MAGNETIC RESONANCE IMAGING OF BREVARD, INC.

By:		/s/ Marc D. Shapiro
		Marc D. Shapiro, M.D., President

EX-3.170 166 dex3170.htm BYLAWS OF NEURO IMAGING INSTITUTE, INC. Bylaws of Neuro Imaging Institute, Inc.

Exhibit 3.170

BYLAWS

MAGNETIC RESONANCE IMAGING OF BREVARD, INC.

TABLE OF CONTENTS


		Page
ARTICLE I OFFICES		1

Section 1.	Principal Offices	1

Section 2.	Registered Office	1

Section 3.	Other Offices	1

ARTICLE II MEETINGS OF SHAREHOLDERS		1

Section 1.	Place of Meeting	1

Section 2.	Annual Meetings	1

Section 3.	Special Meetings	1

Section 4.	Notice	1

Section 5.	Voting List	2

Section 6.	Quorum	2

Section 7.	Voting of Shares	2

Section 8.	Action Without a Meeting	2

ARTICLE III DIRECTORS		3

Section 1.	General Powers	3

Section 2.	Number, Term of Office & Qualifications	3

Section 3.	Election of Directors	3

Section 4.	Removal	3

Section 5.	Vacancies	3

Section 6.	Compensation	3

Section 7.	Executive Committee	4

Section 8.	Other Committees	4


Section 9.	Director Conflicts of Interest	4

ARTICLE IV MEETINGS OF DIRECTORS		5

Section 1.	Regular Meetings	5

Section 2.	Special Meetings	5

Section 3.	Notice of Meeting	5

Section 4.	Quorum	5

Section 5.	Place and Conduct of Meeting	5

Section 6.	Action Without a Meeting	6

Section 7.	Subsidiary Corporations	6

Section 8.	Presumption of Assent	6

Section 9.	Actions Requiring Majority Action of the Board of Directors	6

ARTICLE V OFFICERS		6

Section 1.	Number	6

Section 2.	Election and Term	7

Section 3.	Removal	7

Section 4.	Compensation	7

Section 5.	President	7

Section 6.	The Vice Presidents	7

Section 7.	Secretary	7

Section 8.	Treasurer	8

Section 9.	Delegation of Duties of Officers	8

Section 10.	Surety Bonds	8

ARTICLE VI CONTRACTS, CHECKS, DEPOSITS, ETC.		8

Section 1.	Contracts	8

Section 2.	Checks, Drafts, etc.	8


Section 3.	Deposits	8

ARTICLE VII CERTIFICATES, SHARES AND THEIR TRANSFER		9

Section 1.	Certificates for Shares	9

Section 2.	Transfer of Shares	9

Section 3.	Closing Transfer Books and Fixing Record Date	9

Section 4.	Lost or Destroyed Certificates	9

Section 5.	Disposition of Authorized but Unissued Stock	10

Section 6.	Regulations	10

ARTICLE VIII GENERAL PROVISIONS		10

Section 1.	Dividends	10

Section 2.	Seal	10

Section 3.	Waiver of Notice	10

Section 4.	Fiscal Year	10

Section 5.	Amendments	10

Section 6.	Indemnification	10

iii

BYLAWS

MAGNETIC RESONANCE IMAGING OF BREVARD, INC.

ARTICLE I

OFFICES

Section 1. Principal Offices: The principal office of the Corporation shall be located at 609 Atlantic Street, Melbourne Beach, Florida 32951, or such other location as the Board of Directors may from time to time determine.

Section 2. Registered Office: The registered office of the Corporation required by law to be maintained in the state of its incorporation may be, but need not be, identical with the principal office.

Section 3. Other Offices: The Corporation may have offices at such other places, either within or without the state of its incorporation, as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meeting: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place within or without the state of incorporation as the Board of Directors may designate in the notice of the meeting.

Section 2. Annual Meetings: The annual meeting of shareholders shall be held on any business day during each year, such day to be determined by the Board of Directors, for the purpose of electing Directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.

Section 3. Special Meetings: Special meetings of the shareholders may be called at any time by the Board of Directors or upon the call of the President or the Executive Committee. It shall be the duty of the President to call special meetings whenever requested in writing to do so by shareholders owning ten percent (10%) of the issued and outstanding stock of the Corporation. In the absence or refusal of the President to call such meeting, any other officer or director shall call such meeting upon such written request.

Section 4. Notice: The Secretary or an Assistant Secretary shall cause notice of all shareholders’ meetings, whether annual or special, to be mailed to each shareholder of record entitled to vote at such meetings not less than ten (10) nor more than sixty (60) days

before such meeting, at his/her post office address as it appears on the records of the Corporation. Notice shall be deemed delivered when deposited in the United States mail, with postage prepaid, addressed to the shareholders as their addresses appear on the books of the Corporation. In the case of special meetings, all notices shall state the purpose of the meetings, and the business to be transacted or considered at such meetings. Provided, however, nothing in this Section 4 shall be construed to limit the effect of a statute of the state of incorporation which cures defective notice or calling of a meeting by providing for a written consent to such defective notice, or call by shareholders holding ten percent (10%) or more of the issued and outstanding voting stock of the Corporation.

Section 5. Voting List: The Secretary or an Assistant Secretary shall prepare an alphabetical list of the shareholders entitled to vote at shareholder meetings according to the provision of Article VII, Section 3 of these bylaws. The list shall include the address of and number of shares held by each shareholder and shall be kept on file at the registered office of the Corporation for a period of ten (10) days prior to such meeting. The list shall be subject to inspection by any shareholder at any time during the usual business hours, and shall also be produced and kept open at any shareholders’ meeting upon request of any shareholder.

Section 6. Quorum: The holders of more than fifty percent (50%) of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of shareholders. If there is no quorum at the opening of the meeting of a shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and, at any adjourned meeting at which a quorum (as defined above) is present, the meeting may be reconvened and any business may be transacted which might have been transacted at the original meeting. At any meeting at which a quorum is present, should enough shareholders withdraw to leave less than a quorum, the remaining shareholders may continue to transact business until adjournment.

Section 7. Voting of Shares: Each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Shareholders may vote by proxy duly authorized in writing which shall be filed with the Secretary at or before the meeting.

The vote of the holders of more than fifty percent (50%) of the shares entitled to vote on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law or by the Articles of Incorporation or bylaws of this Corporation, or by any contemporaneous agreements of the shareholders.

Voting on all matters shall be by voice or by a show of hands unless the holders of one-tenth (1/10) of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

Section 8. Action Without a Meeting: Any action required by law, these bylaws or the Articles of Incorporation of this Corporation to be taken at any annual or special meeting of shareholders or any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote pursuant to

a consent in writing, which sets forth the action so taken, and which is signed by the holders of the percentage of the issued and outstanding stock which would otherwise be enough to carry such question if the requisite shareholders meeting was duly held. Within ten (10) days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not joined in the written consent. The notice shall fairly summarize the material features of the authorized action. Furthermore, if the action that was authorized by written consent is a merger, consolidation or sale or exchange of assets for which dissenter’s rights are provided by law, the notice to the shareholders who are not parties to the written consent shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with the provisions contained in the law regarding the rights of dissenting shareholders.

ARTICLE III

DIRECTORS

Section 1. General Powers: The business and affairs of the Corporation shall be managed by the Board of Directors or by such committees as the Board of Directors may establish pursuant to these bylaws.

Section 2. Number, Term of Office & Qualifications: The number of Directors shall be set at no less than one (1) nor more than five (5) Directors, as determined by the resolution of the Board of Directors. Each Director shall hold office until his/her death, resignation, retirement, incapacity, removal, disqualification, or his/her successor is elected and qualifies. Directors need not be residents of the state of incorporation or shareholders of the Corporation until such residence or ownership of shares is specifically required by law.

Section 3. Election of Directors: Except as provided in Section 5 of this Article III, the directors shall be elected at the annual meeting of shareholders.

Section 4. Removal: Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote. If any Director is removed, a successor Director shall be elected at a special meeting of shareholders or by the written consent of shareholders in lieu of a special meeting; provided, that the successor Director shall be elected by a vote of the shareholders holding a majority of the shares entitled to vote.

Section 5. Vacancies: If any vacancy shall occur in the Board of Directors due to the death, resignation or incapacity of a Director or an increase in the number of the members of the Board of Directors, the remaining Directors shall continue to act and such vacancy may be filled by the majority of the remaining Directors, though less than a majority.

Section 6. Compensation: By resolution of the Board of Directors, the Directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors, and may be paid such compensation for the performance of their duties as the Board of Directors shall determine, either in the form of an annual salary or a fee for attendance at each meeting or such other form of compensation as the Board of Directors shall deem appropriate. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Any such payments or compensation shall require the approval of two-thirds (2/3) of the members of the Board of Directors.

Section 7. Executive Committee: The Board of Directors may, by resolution adopted by all of the Directors, designate not less than three (3) nor more than five (5) Directors to constitute an executive committee, which committee to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except that the executive committee shall not have power to amend the bylaws, elect officers of the Corporation or declare dividends. All of the members of the executive committee present in person or by telephone shall constitute a quorum. Decisions of the executive committee shall require the unanimous vote of all of its members. The Board of Directors may, by resolution adopted by all of the Directors, remove any member of the executive committee.

Section 8. Other Committees: The Board of Directors may, by resolution adopted by a majority of the Directors, designate other special or standing committees to the extent not prohibited by law or by the Articles of Incorporation or the bylaws of the Corporation. Such committees shall report to and be responsible to the Board of Directors. The Board of Directors may direct, limit, or control such committees by resolution at any special or regular meeting or by general rules adopted for guidance. A majority of any committee, excluding the executive committee, shall constitute a quorum for the transaction of all business. The Board of Directors may, by resolution adopted a majority of the members of the Board of Directors, remove any member of a committee, other than the executive committee.

Section 9. Director Conflicts of Interest: No contract or other transaction between this Corporation and one or more of its Directors or any other corporation, firm, association or entity in which one or more of the Directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or her or their votes are counted for such purpose, if:

(i) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or

(ii) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(iii) The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee or the shareholders.

Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

ARTICLE IV

MEETINGS OF DIRECTORS

Section 1. Regular Meetings: The Board of Directors will meet no less frequently than one time each year at such time and place as the Board of Directors deems appropriate.

Section 2. Special Meetings: Special meetings of the Board of Directors may be called by the President at the request of any two Directors. Such meetings may be held either within or without the state of incorporation of the Corporation.

Section 3. Notice of Meeting: Notices of both regular and special meetings shall be sent by United States mail, postage prepaid, by telegraph, or by facsimile or other telephonic means by the Secretary or an Assistant Secretary to each member of the Board of Directors not less than five (5) days before any such meeting, and notices of special meetings shall state the purpose for which the meeting was called. Notice shall be deemed delivered when deposited in the United States mail, with postage prepaid, given to the telegraph company or received by the telephonic mail receiver.

Notice of regular and special meetings may be given by telephone not less than five (5) days before any such meeting, provided that for such notice to be valid, the Director must be personally contacted by telephone.

In the event all members of the Board of Directors shall sign a written consent and waiver of notice of any special or regular meeting, however called or notified, the acts of such meeting shall be as valid as if legally called and notified.

Section 4. Quorum: The presence of two-thirds (2/3) of all of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, those present at a directors’ meeting may adjourn the same to a future date, but until a quorum is present, no other business may be transacted.

Section 5. Place and Conduct of Meeting: Regular or special meetings of the Board of Directors may be held at any location designated by the Board of Directors within or without the state of the Corporation’s incorporation. The Board of Directors may adopt such rules and regulations for the conduct of the business of its meetings and management of the affairs of the Corporation as it may deem proper, not inconsistent with the laws of the state of the Corporation’s incorporation, the Articles of Incorporation, or these bylaws.

The act of all of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. No provision of these bylaws shall be construed to

preclude a meeting of the Board of Directors or any committee appointed by the Board of Directors by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.

Section 6. Action Without a Meeting: Any action required by law, these bylaws or the Articles of Incorporation of this Corporation to be taken at any regular or special meeting of the Board of Directors or any action which may be taken at any regular or special meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote pursuant to a consent in writing, which sets forth the action so taken, and which is signed by all of the members of the Board of Directors. Such written consent to action shall be filed with the minutes of the Board of Directors, whether done before or after the action so taken.

Section 7. Subsidiary Corporations: The Board of Directors may, by resolution of a majority of the members of the Board of Directors, vote the shares of stock owned by the Corporation in another corporation or provide a proxy to an officer of the Corporation to vote the shares of stock in another corporation owned by the Corporation as such officer, in the exercise of his/her discretion, deems in the best interests of the Corporation, and to sign such documents as are necessary to effectuate the voting of such shares. In the absence of any such resolution, the President shall be empowered and authorized to vote the shares of stock in another corporation owned by the Corporation, as the President, in the exercise of his/her discretion, deems in the best interests of the Corporation, and to sign such documents necessary to effectuate the voting of such shares.

Section 8. Presumption of Assent: A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action before the adjournment of the meeting or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after adjournment. Such right to dissent shall not apply to a Director with respect to any action in whose favor he/she voted.

Section 9. Actions Requiring Majority Action of the Board of Directors. Unless otherwise specified in these bylaws or required by law, all actions of the Board of Directors shall require the resolution, consent or ratification of a majority of members of the Board of Directors.

ARTICLE V

OFFICERS

Section 1. Number: The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such other officers including Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as may be appointed from time to time by the Board of Directors. Any two offices or more may be held by one person simultaneously.

Section 2. Election and Term: The officers of the Corporation shall be elected by the Board of Directors. Such elections may be held at any regular meeting or special meeting of the Board of Directors or by the written consent of the Board of Directors. Each officer shall hold office until his/her death, resignation, retirement, incapacity, removal, disqualification, or his/her successor is elected and qualifies.

Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Compensation: The compensation of all officers of the Corporation shall be fixed by the Board of Directors or by a committee designated by the Board of Directors for that purpose. No officer shall be prevented from receiving such compensation by reason of the fact that he/she is also a Director of the Corporation.

Section 5. President: The President shall preside at all meetings of the Board of Directors and shareholders and shall have such other powers and duties as the Board of Directors may direct. The President shall serve as the chief executive officer of the Corporation, and, subject to the control of the Board of Directors, shall supervise the general management of the Corporation in accordance with these bylaws. The President is authorized and empowered to assign to any officer or agent of the Corporation such specific duties as he/she may deem advisable, and to change the duties of the officers and agents of the Corporation as he/she may deem advisable, subject, however, to the duties specifically assigned by the bylaws to any officer.

In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents: At the request of the President, or in his/her absence or disability, the Vice President designated by the President, or if no such designation was made by the President, the Executive Vice President, or if there is none or he/she is absent or disabled, the most senior vice president, shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such duties and have such authority as from time to time may be assigned to him by the Board of Directors or the President.

Section 7. Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and the Board of Directors. He/she shall give all notices required by law and by these bylaws. He/she shall have general charge of the Corporation’s books and records and of the corporate seal, and he/she shall affix the corporate seal to any lawfully executed instrument requiring it. He/she shall have general charge of the stock transfer books of the Corporation and shall keep, at the registered or principal office of the Corporation, a record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. He/she shall sign such instruments as may require his/her signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors. The Secretary may, from time to time, delegate his/her duties to any Assistant Secretary.

Section 8. Treasurer: The Treasurer shall keep full and accurate accounts of receipts and disbursements in the financial record books of the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation under the direction of the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at annual meetings or whenever directed by the President an account of all or any part of his/her transactions as Treasurer, and of the financial condition of the Corporation, and shall also perform all other duties imposed upon him by the Board of Directors, the President, the Executive Committee, or by law.

Section 9. Delegation of Duties of Officers: In the case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties of such officer to any other officer as approved by the entire Board of Directors. The Board of Directors may designate an officer of the Corporation as the Chief Financial Officer of the Corporation, which designation may be changed, from time to time, by the Board of Directors. The officer who is serving as the Chief Financial Officer shall, subject to the control of the President, supervise and control the financial management of the Corporation in accordance with these bylaws.

Section 10. Surety Bonds: If the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his/her duties of the Corporation; and, in such case, a new bond of like character shall be given at least every five (5) years after the date of the bond immediately preceding.

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS, ETC.

Section 1. Contracts: All contracts, deeds, mortgages, bonds or other instruments which may be lawfully executed on behalf of the Corporation shall be signed by either the President or a Vice President, or by any other officer or agent authorized by the President, the Board of Directors or the Executive Committee, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.: All notes, drafts, acceptances, checks and endorsements or other evidence of indebtedness or orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct.

ARTICLE VII

CERTIFICATES, SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares: Certificates representing shares of the Corporation shall be issued, in such form as the Board of Directors shall determine, to every shareholder, or his/her nominee, for the shares owned by him. These certificates shall be signed by such persons or in such a way as may be required by the law of the state of incorporation of the Corporation; and they shall be sealed with the seal of the Corporation, which seal may be a facsimile, engraved or printed. They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer book of the Corporation.

Section 2. Transfer of Shares: Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his/her duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

Section 3. Closing Transfer Books and Fixing Record Date: For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days immediately preceding the date on which the particular action, requiring such determination of shareholders, is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

Section 4. Lost or Destroyed Certificates: The Board of Directors may authorize the issue of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board of Directors may require the claimant to personally provide the Corporation and its officers, directors, employees, and agents with such indemnification as the Board of Directors deem sufficient, and/or to provide the Corporation with a bond to be given with such surety or sureties as may be

satisfactory to the Board of Directors or such reputable sureties which meet generally recognized standards as to their financial rating and general policyholders rating and otherwise as in the opinion of the President and the counsel of the Corporation qualify as proper sureties, in such sum as it may direct to indemnify the Corporation against loss from any claims with respect to the certificate claimed to have been destroyed; or the Board of Directors may, by resolution reciting that the circumstances justify such action, authorize the issuance of a new certificate without requiring such a bond.

Section 5. Disposition of Authorized but Unissued Stock: In the event that the Articles of Incorporation shall authorize shares of stock in excess of those issued and outstanding, no part of such unissued shares shall be sold, transferred, issued or otherwise disposed of by the Board of Directors.

Section 6. Regulations: The Board of Directors shall have power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends: The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and by its Articles of Incorporation.

Section 2. Seal: The corporate seal of the Corporation shall be in such form as shall be approved from time to time by the Board of Directors.

Section 3. Waiver of Notice: Whenever any notice is required to be given to any shareholder or Director under the provisions of applicable state law or under the provisions of the Articles of Incorporation or bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4. Fiscal Year: The fiscal year of the Corporation shall be selected by the Board of Directors.

Section 5. Amendments: Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws be adopted by the affirmative vote of the holders of more than fifty percent (50%) of the shares entitled to vote, represented in person or by proxy, then holding office, at any regular or special meeting of the shareholders, or by a written consent to action in accordance with Section 8 of Article II of these bylaws.

Section 6. Indemnification:

(A) The Corporation shall indemnify any person made a party, or threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding:

(1) Whether civil, criminal, administrative, or investigative, other than one by or in the right of the Corporation to procure a judgment in its favor, brought to impose a liability or penalty on such person for an act alleged to have been committed by such person in his/her capacity as Director, officer, employee, or agent of the Corporation, or of any other corporation, partnership, joint venture, trust, or other enterprise which he/she served as such at the request of the Corporation, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action, suit or proceeding, or any appeal therein, if such person acted in good faith and in the reasonable belief that such action was in the best interests of the Corporation, and in criminal actions or proceedings, without reasonable ground for belief that such action was unlawful. The termination of any such action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not in itself create a presumption that any such Director or officer did not act in good faith in the reasonable belief that such action was in the best interests of the Corporation or that he/she had reasonable grounds for belief that such action was unlawful.

(2) By or in the right of the Corporation to procure a judgment in its favor by reason of his/her being or having been a Director, officer, employee, or agent of the Corporation, or of any other corporation, partnership, joint venture, trust, or other enterprise which he/she served as such as the request of the Corporation, against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such person acted in good faith and in the reasonable belief that such action was in the best interests of the Corporation. Such person shall not be entitled to indemnification in relation to matter as to which such person has been adjudged to have been guilty of negligence or misconduct in the performance of his/her duty to the Corporation unless, and only to the extent that, the court, administrative agency, or investigative body before which such action, suit, or proceeding is held shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonable entitled to indemnification for such expenses which such tribunal shall deem proper.

(3) To the extent that a Director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any defense of any claim, issue, or matter therein, he/she shall be indemnified against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection therewith.

(4) If a determination is made that indemnification of the Director, officer, employee, or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in paragraph (1) or (2) of this Subsection 6(A), unless indemnification is ordered by the tribunal before which such action, suit, or proceeding is held. Such determination shall be made either by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or by the shareholders who were not parties to such action, suit, or proceeding.

(B) The Corporation may pay expenses incurred in defending any action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided in paragraph (4) of Subsection 6(A) upon receipt of an undertaking by or

on behalf of the Director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Section 6.

(C) The Corporation shall indemnify any person, if the requirements of Subsections 6(A) and 6(B) are met, without affecting any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested Directors, or otherwise, both as to action in such persons’ official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.

(D) The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability asserted against him and incurred by him in any such capacity or arising out of his/her status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of subsection 6(A).

(E) The Corporation’s indemnity of any person, including a person who may have served at its request as a director, officer or employee of another corporation, shall be reduced by any amounts such person may collect from the Corporation or from such other corporation.

(F) The Corporation may provide further and additional indemnity not inconsistent with applicable law.

(G) If any part of this Section 6 shall be found in any proceeding to be invalid or ineffective, the validity and effect of the remaining provisions shall not be affected.

**************

ADOPTED THIS 10th DAY OF JULY, 1996.

/s/ [Marc D. Shapiro]

Marc D. Shapiro, Director

EX-3.171 167 dex3171.htm CERTIFICATE OF ORGANIZATION OF NEW ENGLAND REHABILITATION HOSPITAL, INC. Certificate of Organization of New England Rehabilitation Hospital, Inc.

Exhibit 3.171

The Commonwealth of Massachusetts

KEVIN H. WHITE

Secretary of the Commonwealth

STATE HOUSE

BOSTON, MASS.

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)


NAME		POST OFFICE ADDRESS
(including given name in full)

We, Edward G. LeRoux, Jr.		35 Crosby Street, Arlington, Mass.
Albert F. Curran		1 Country Club Road, Woburn, Mass.
Paul C. Keleher		117 Church Street, Winchester, Mass.

do hereby associate ourselves as incorporators with the intention of forming a corporation under the provisions of General Laws, Chapter 156B.

1. The name by which the corporation shall be known is:

New England Rehabilitation Nursing Home, Inc.

2. The purposes for which the corporation is formed are as follows:

To own, operate and maintain a nursing home and to do all acts necessary and incidental to the conduct of said business.

3. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows:


CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
CLASS OF STOCK	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT

Preferred				$

Common	5,000

*4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

None.

*5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

*	If there are no provisions state “None”.

See restrictions 5A

*6. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

None.

Any stockholder, including the heirs, assigns, executors or administrators of a deceased stockholder, desiring to sell or transfer such stock owned by him of them, shall first offer it to the corporation through the Board of Directors, in the manner following;

We shall notify the directors of his desire to sell or transfer by notice in writing, which notice shall contain the price at which he is willing to sell or transfer and the name of one arbitrator. The directors shall within thirty days thereafter either accept the offer, or by notice to him in writing name a second arbitrator, and these two shall name a third. It shall then be the duty of the arbitrators to ascertain the value of the stock, and if any arbitrator, shall neglect or refuse to appear at any meeting appointed by the arbitrators, a majority may act in the absence of such arbitrator.

After the acceptance of the offer, or the report of the arbitrators as to the value of the stock, the directors shall have thirty days within which to purchase the same at such valuation, but if at the expiration of thirty days, the corporation shall not have exercised the right so to purchase, the owner of the stock shall be at liberty to dispose of the same in any manner he may see fit.

No shares of stock shall be sold or transferred on the books of the corporation until these provisions have been complied with, but the Board of Directors may in any particular instance waive the requirement.

7. The first meeting of the incorporators was duly held on the eighteenth day of January 1967 at which by-laws of the corporation were duly adopted and at which the initial directors, president, treasurer and clerk, whose names are set out below, were duly elected.

8. The following information shall not for any purpose by treated as a permanent part of the Articles of Organization of the corporation.

a. The post office address of the initial principal office of the corporation in Massachusetts is:

Box 39, Woburn, Mass.

b. The name, residence, and post office address of each of the initial directors and following officers of the corporation elected at the first meeting are as follows:

*	If there are no provisions state “None”.


	NAME	RESIDENCE	POST OFFICE ADDRESS
President:	Edward G. LeRoux, Jr.	35 Crosby Street, Arlington, Mass.	Same
Treasurer:	Albert F. Curran	1 Country Club Road, Woburn, Mass.	Same
Clerk:	Albert F. Curran	1 Country Club Road, Woburn, Mass.	Same
Directors:	Edward G. LeRoux, Jr.	35 Crosby Street, Arlington, Mass.	Same
	Albert F. Curran	1 Country Club Road, Woburn, Mass.	Same
	Paul C. Keleher	117 Church Street, Winchester, Mass.	Same

c. The date initially adopted on which the corporation’s fiscal year ends is: June 30.

d. The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is: First Saturday in July

e. The name and business address of the registered agent, if any, of the corporation are: None

IN WITNESS WHEREOF, and under the penalties of perjury, we, the above-named INCORPORATORS, hereto sign our names, this eighteenth day of January 1967.

/s/ [Edward G. LeRoux, Jr.]

/s/ [Albert F. Curran]

/s/ [Paul C. Keleher]

The Commonwealth of Massachusetts

KEVIN H. WHITE

Secretary of the Commonwealth

STATE HOUSE, BOSTON, MASS.

ARTICLES OF AMENDMENT

General, Laws, Chapter 156B, Section 72

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

We, Edward G. LeRoux, Jr., President and Albert F. Curran, Clerk of New England Rehabilitation and Convalescent Center, Inc. located at Rehabilitation Way, Woburn, Mass. do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on October 15, 1973, by vote of 4,050 shares of voting out of 5,000 shares outstanding, being at least¹ two-thirds of each class outstanding and entitled to vote thereon and of each class or series of stock whose rights are adversely affected thereby:²

To change the name of the corporation to New England Rehabilitation Hospital, Inc.

¹	For amendments adopted pursuant to Chapter 156B, Section 70.

²	For amendments adopted pursuant to Chapter 156B, Section 71.

NOTE:

Amendments for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets shall be on 8 ¹/2” wide x 11” high paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used.

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this Fifteenth day of October, in the year 1973.


/s/ [Edward G. LeRoux, Jr.]		President

/s/ [Albert F. Curran]		Clerk

The Commonwealth of Massachusetts

JOHN F. X. DAVOREN

KEVIN H. WHITE

Secretary of the Commonwealth

STATE HOUSE, BOSTON, MASS.

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

We, Edward G. LeRoux, Jr., President, and Albert F. Curran, Clerk of NEW ENGLAND REHABILITATION NURSING HOME, INC. located at Woburn, Massachusetts do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on June 3, 1968, by vote of all the incorporators.

To change the name of the corporation from new England Rehabilitation Nursing Home, Inc. to New England Rehabilitation and Convalescent Center, Inc.

¹	For amendments adopted pursuant to Chapter 156B, Section 70.

²	For amendments adopted pursuant to Chapter 156B, Section 71.

NOTE:

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this third day of June, in the year 1968.


/s/[Edward G. LeRoux, Jr.]		President

/s/ [Albert F. Curran]		Clerk

EX-3.172 168 dex3172.htm BYLAWS OF NEW ENGLAND REHABILITATION HOSPITAL, INC. Bylaws of New England Rehabilitation Hospital, Inc.

Exhibit 3.172

BY-LAWS OF

NEW ENGLAND REHABILITATION HOSPITAL, INC.

ARTICLE FIRST

DIRECTORS

Section 1. Number. The property, affairs and business of the corporation shall be managed by a Board of Directors which shall consist of such number not less than three nor more than seven persons as the stockholders having voting power may at the annual or a special meeting (called at least In part for the purpose) in lieu of the annual meeting of stockholders determine and elect. If a vacancy or vacancies shall occur, for any reason, in the membership of the Board, other than through removal by stockholder action, the remaining Directors or Director may, quorum requirements notwithstanding, elect a successor or successors.

Section 2. Increase or Decrease. The Board of Directors shall have the power at any time when a stockholders’ meeting is not in session, to increase or decrease their own number within the limits provided in Section 1 above. If the number of Directors be increased, the additional Directors may be elected by a majority of the Directors at the time in office or, if not so elected prior to the next following meeting of stockholders, by the stockholders. If the Directors shall vote to decrease their number, the decrease shall become effective to the extent made possible by vacancies in the office of the Director or by resignations and no Director may be removed solely for the purpose of effecting such decrease.

Section 3. Removal. Directors may be removed from office with cause by the Board of Directors or with or without cause by the stock holders at a meeting called at least in part for the purpose of considering removal, upon the affirmative vote of a majority of the Board of Directors or the holders of a majority in interest of the stock or class of stock entitled to vote

upon the election of the Director or Directors proposed to be removed, as the case may be. Removal may be effected with cause only after reasonable notice to each Director proposed to be removed and the opportunity to be heard by the body proposing removal.

Section 4. Term of Office. The term of office of a Director elected at the annual meeting of the stockholders shall be one year; provided, however, that he shall hold his office until his successor shall be elected and qualified. A Director elected by the stockholders at other than the annual meeting of stockholders, or elected by the Directors, shall hold office until the next annual meeting of stockholders and the election and qualification of his successor.

Section 5. Meetings. The Board of Directors shall meet at the principal office of the corporation or at such other place within the Commonwealth of Massachusetts as may from time to time be fixed by resolution of the Board or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times as the Board may by resolution fix; special meetings may be held at any time upon the call of the President or a Vice President or the Clerk, or of any two Directors, by written (including telegraphic) notice specifying the date, place and hour (but not necessarily the purpose) of the meeting served on or sent or mailed to each Director not less than five days before the meeting.

A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of any regular meeting of the Board. Notice of a meeting need not be given to a Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting; notice need not be given to any Director attending a meeting without protesting the lack of notice prior to or at the commencement of the meeting.

Section 6. Committees. The Board of Directors shall appoint annually the following standing committees: An Executive Committee, a Joint Conference Committee, or other committee or committees which shall have and exercise such powers as may be permitted by law and as shall be conferred upon any such committees by the Board. A majority of any such committees may fix the time and place of its meetings and approve any action as the act of the committee, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee.

a) The Executive Committee. The Executive Committee shall consist of no less than three nor more than five members who shall annually be appointed by the Board of Directors. The Executive Committee shall be charged with the general management of the affairs of the corporation during the interim between the meetings of the Directors and may, subject to the limitations hereinafter imposed, perform all the duties of the Directors between meetings, as permitted by the General Laws of the Commonwealth of Massachusetts.

The Executive Committee annually shall appoint an attending Medical Staff, and Consulting, Associate, Courtesy, or other Medical Staffs as it may deem proper and the Medical Executive Committee shall make recommendations to the Executive Committee as to such appointments. The Executive Committee also annually shall appoint chiefs of various services to include: Medical Director, and Director of Rehabilitation. Appointments shall be effective until the first regular meeting of the Executive Committee following the next annual meeting of the Board of Directors or thereafter until successors shall be appointed.

A Physician must be a member of the Massachusetts’ Medical Society at the time of his appointment to any position mentioned in the preceding paragraph.

The attending Medical Staff shall have power to adopt By-Laws and to make rules and regulations for its’ own government and management, and that of such consulting, associate, courtesy, and other Medical Staffs as may be established hereunder, and for the care and treatment of patients; all subject to the approval of the Executive Committee.

The Executive Committee shall select and employ a competent Administrator.

It shall be the duty of the Administrator to:

Perfect and submit to the Executive Committee for approval a scheme of organization of the personnel and others concerned with the operation of the hospital.

Select, employ, control, and discharge all employees authorized by the budget.

Cooperate with the Medical Staff and secure like cooperation on the part of all those concerned with rendering professional service to the end the patients may receive the best possible care.

Submit regularly to the Directors and the Executive Committee periodic reports showing the professional service and related activities of the hospital and submit any special reports that may be required by the Directors.

Attend meetings as directed of the Directors and of the Executive Committee.

Perform any other duty that may be necessary in the best interest of the hospital or which may be assigned by the Directors or the Executive Committee.

b) The Joint Conference Committee. A Joint Conference Committee to be annually appointed by the Board of Directors shall consist of five members of which two shall be from the Board of Directors, two shall be from the Medical Staff, and the fifth shall be the Administrator of this Hospital, or the Assistant Administrator in his stead.

The Committee shall meet at the request of the President of the Hospital, the Medical Director of the Medical Staff, or the Administrator. This Joint Committee shall meet at least four times annually in the interest of better understanding between the Medical Staff, the Governing Body, and the Administrative Staff of the Hospital. The Committee shall serve as a Medical-Administrative Liaison Committee.

Section 7. Management. The Board of Directors shall have the entire charge, control and management of the corporation and its’ property and business and may exercise all or any of its powers. Among other things the Board may (1) Authorize the issuance of the shares of the corporation from time to time in its discretion for such considerations as the Board shall determine and as may be permitted by law; (2) determine the amounts to be distributed as dividends; (3) appoint and at its discretion remove or suspend such subordinate officers, agents and employees as it from time to time thinks fit, determine their duties, and fix and, from time to time as it sees fit, change their salaries and compensation; (4) appoint any officer, permanently or temporarily as it sees fit, to have the powers and perform the duties of any other officer; (5) appoint any person or persons to accept and hold in trust for the corporation any property belonging to the corporation or in which it is interested and cause such instruments to be executed, and do and cause to be done such things as it may deem requisite, in relation to any such trust.

Section 8. Quorum and Voting. A majority of the members of the Board of Directors acting at a meeting duly assembled, shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at a meeting at which a quorum exists shall be the act of the Board of Directors. If at any meeting of the Board of Directors, a quorum shall not be present, a majority of the Directors present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained.

ARTICLE SECOND

OFFICERS

Section 1. General. The Treasurer and Clerk shall be elected annually by ballot by such stockholders as have the right to vote. The Board of Directors, as soon as may be after its election in each year, shall elect a President, and from time to time may appoint one or more Vice Presidents and such Assistant Clerks, Assistant Treasurers and such other officers, including a Secretary to the Board of Directors, agents and employees as it may deem proper. The President shall be chosen from among the Directors.

Section 2. Term of Office. The term of office of all officers shall be one year and until their respective successors are elected and qualify, but any office may at any time be removed from office, with or without cause, as provided by law, by the affirmative vote of a majority of the members of the Board of Directors then in office at a meeting called for the purpose. If removal of any officer be proposed for cause, reasonable notice shall be provided such officer and he shall be provided an opportunity to be heard by the Board. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 3. President. The President when present shall preside at all meetings of the stockholders and, if a Director, at all meetings of the Board of Directors. He shall be the chief executive officer of the corporation and shall have general operating charge of its business. As soon as reasonably possible after the close of each fiscal year, he shall submit to the Board a

report of the operations of the corporation for such year and a statement of its affairs, and shall from time to time report to the Board all matters within his knowledge which the interests of the corporation may require to be brought to its notice. The President shall perform such duties and have such powers additional to the foregoing as the Board may designate.

The previous paragraph notwithstanding, the President shall not, unless specifically so delegated by affirmative vote of the Board have the following powers: (1) Institute a lawsuit or any action in equity; (2) Compromise or otherwise settle a lawsuit or action in equity; (3) Enter into a purchase agreement or purchase obligation subjecting the corporation to a liability in excess of $5,000.00; (4) Agree to any lease arrangement or lease arrangements; (5) Enter into any contract whose duration could be greater than twelve (12) months.

Section 4. Vice President. In the absence or disability of the President, his powers and duties shall be performed by the Vice President, if only one, or, if more than one, by the Vice President designated for the purpose by the Board. Each Vice President shall have such other powers and perform such other duties as the Board shall from time to time designate.

Section 5. Treasurer. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositaries as shall be designated by the Board or in the absence of such designation in such depositaries as he shall from time to time deem proper. He shall disburse the funds of the corporation as authorized by the Board, taking proper vouchers for such disbursements. He shall promptly render to the President and to the Board such statements of his transactions and accounts as the President and Board respectively may from time to time require. If required by the Board he shall give bond in

such amount, with such security and in such form as the Board shall determine. The Treasurer shall perform such duties and have such powers additional to the foregoing as the Board may designate.

Section 6. Assistant Treasurer. In the absence or disability of the Treasurer, his powers and duties shall be performed by the Assistant Treasurer, if only one or, if more than one, by the one designated for the purpose by the Board. Each Assistant Treasurer shall have such other powers and perform such other duties as the Board shall from time to time designate.

Section 7. Clerk. The Clerk shall, unless the corporation has designated a Resident Agent in the manner provided by law, be a resident of the Commonwealth of Massachusetts. It shall be his duty to record in books kept for the purpose all votes and proceedings of the stockholders and, if there be no Secretary, of the Board of Directors. Unless the Board of Directors shall appoint a transfer agent and/or registrar or other officer or officers for the purpose, the Clerk shall be charged with the duty of keeping, or causing to be kept, accurate records of all stock outstanding, stock certificates issued, and stock transfers; subject to such other or different rules as shall be adopted from time to time by the Board, such records may be kept solely in the stock certificate books. If the President and the Vice President shall be absent or otherwise fail or refuse to preside at any meeting of the Board or of the Stockholders, or, if the President or Vice President should refuse to keep open a meeting when an apparent quorum majority may so desire, the Clerk shall preside at such meeting. The Clerk shall perform such duties and have such powers additional to the foregoing as the Board shall designate. The Assistant Clerk, if one be elected or appointed shall perform the duties of the Clerk during the Clerk’s absence as well as such other duties as may be assigned to him by the Board. In the absence of the Clerk or Assistant Clerk at any meeting of stockholders or, if there be no Secretary, of the Directors, a Clerk pro tempore shall be chosen by the meeting to perform the duties of the Clerk thereat.

Section 8. Resignation. Any officer and any Director may resign at any time by delivering his resignation to the corporation at its principal office or to the President, Clerk or Secretary. Such resignation shall be effective at the time or upon the happening of the condition, if any, specified therein or, if no such time or condition shall be specified, upon its receipt.

Section 9. Voting of Corporation Securities. Unless otherwise ordered by the Board of Directors, the President or the Treasurer shall have full power and authority in the name and behalf of the corporation to waive notice of, to attend, act and to vote at, and to appoint any person or persons to act as proxy or attorney-in-fact for this corporation at, any meeting of stockholders or security holders of any other corporations or organization the securities of which are held by the corporation, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, which, as the owner thereof the corporation may possess and exercise. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

Section 10. Indemnification of Directors and Officers. Any present or future Director or Officer, or the Executor, Administrator or other legal representatives of any such Director or Officer, and any present or future Director of any other corporation serving as such at the request of this corporation because of this corporation’s interest in such other corporation, or the Executor, Administrator, or other legal representative of any such Director or Officer, shall be indemnified by the corporation against reasonable costs, expenses, (exclusive of any amount paid to the corporation in settlement) and counsel fees paid or incurred in connection with any

action, suit or proceeding to which any such Director or Officer, or his Executor, Administrator or other legal representative may be made a party by reason of his being or having been such Director or Officer; provided (1) said action, suit or proceeding shall be prosecuted against such Officer or Director, or against his Executor, Administrator, or other legal representative to final determination, and it shall not be finally adjudged in said action, suit or proceeding that he had been derelict in the performance of his duties as such officer, or (2) said action, suit or proceeding shall be settled or otherwise terminated as against such Director or Officer, or his Executor, Administrator or other legal representative, without a final determination on the merits, and it shall be determined that such Director or Officer had not in any substantial way been derelict in the performance of his duties as charged in such action, suit or proceeding, such determination to be made by the majority of the members of the Board of Directors who are not parties to such action, suit or proceeding, though less than a quorum, or by any one or more disinterested persons to whom the question may be referred by the Board of Directors. The foregoing right of indemnification shall not be exclusive of any other rights to which any Director or Officer may be entitled as a matter of law, or which may be lawfully granted to him; and the indemnification hereby granted by the corporation shall be in addition to, and not in restriction or limitation of, any other privilege or powers the corporation may lawfully exercise with respect to indemnification or reimbursement of Directors, Trustees, Officers or employees.

ARTICLE THIRD

STOCKHOLDERS

Section 1. Meetings. The annual meeting of the stockholders of the corporation shall be held at Woburn, Massachusetts, or at such other place within the Commonwealth of Massachusetts as the Board of Directors shall fix, or in the absence of any such designation, such

place as may be designated by the Clerk in the notice of the meeting or the place to which any annual meeting shall be adjourned, on the first business day in December at 10:00 o’clock in the forenoon in each year to elect a Board of Directors, to hear the reports of the Officers, and to transact other business. If the day fixed for the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day not a legal holiday. If the election of Directors shall not be held on the day herein designated for an annual meeting, or at an adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as conveniently may be. At such special meeting the stockholders may elect the directors and transact other business with the same force and effect as at an annual meeting duly called and held.

Section 2. Closing of Transfer Books. The Board of Directors may in its discretion fix a date not less than ten days nor more than sixty days prior to the date of any annual or special meeting of stockholders or prior to the payment of any dividend or the making of any other distribution as the record date for determining stockholders having the right to notice of and to vote at such meeting or any adjournment thereof, or the right to receive such dividend or distribution. In lieu of fixing such record date, the Board may, subject to the limitations herein provided, order the closing of the stock transfer records of the corporation for such purposes. The holders of record of shares of the corporation on such record date or on the date of closing the stock transfer records shall, if a dividend or distribution be declared, have the sole right to receive such dividend or distribution, or, if such shares have a voting right, the sole right to receive notice of, attend and vote at such meeting.

Section 3. Special Meetings. Special meetings of the stock-holders may be called by the President or by the Directors, and shall be called by the Clerk, or in the event of his death,

absence, incapacity or refusal by any other Officer, upon the written application of one or more stockholders who hold at least one tenth in interest of the stock entitled to vote thereat. Notice shall be given in the manner set forth in Section 4 below and shall state the time, place and purpose of the meeting. Special meetings shall be held at the office of the Corporation in Woburn, Massachusetts, or at such other place within the Commonwealth of Massachusetts as the Directors may fix, or, if the meeting is called upon the application of stockholders, at such place within the Commonwealth of Massachusetts as shall be stated in the application therefor, or the place to which such meeting may be adjourned: provided, however, that a special meeting may be held at any place approved in writing by every stockholder entitled to notice of the meeting or at which every stockholder entitled to such notice shall be present and represented at the date and time of the meeting.

Section 4. Notice of Meetings. Written notice of the place, date and hour, and specifying the purpose of every meeting of stockholders, shall be given by the Clerk or by any other officer designated by the Directors or these By-Laws, at least seven days before the meeting, to each stockholder entitled to vote thereat. If a special meeting is called upon written stockholder application and the Clerk shall be unable or shall refuse to give notice thereof, notice may be given by any other Officer or a stockholder of the corporation. Such notice may be delivered in hand to each stockholder entitled to notice, at his residence or usual place of business or mailed him, postage prepaid, addressed to his address as it appears in the records of the corporation. No notice of any meeting need be given a stockholder if a written waiver of notice executed before or after the meeting by the stockholder, or his attorney thereunto authorized, is filed with the records of the meeting, and, if notice of a special meeting shall be waived by all stockholders entitled to notice thereof, no call of such special meeting shall be required.

Section 5. Quorum. At all meetings of stockholders a quorum for the transaction of any business shall consist of the holders of record, present in person or by proxy, of a majority in interest of all of the issued and outstanding shares of the stock of the corporation entitles to vote thereon.

Section 6. Action Without Meeting. Any action required or permitted at any meeting of the stockholders, including the election of Directors or Officers, may be taken without a meeting if a written consent thereto is signed by the holders of all of the issued and outstanding capital stock entitled to vote at such meeting and such written consent is filed with the records of the meetings of stockholders.

Section 7. Voting. Except as otherwise provided by law or by the Articles of Organization of these By-Laws every stockholder entitled to vote at a meeting of stockholders shall have one vote for each share of stock having the right to vote at such meeting held by him and registered in his name on the books of the corporation at the time of the meeting or at the record date fixed by the Directors for the determination of stockholders entitled to vote thereat, if such date be fixed. Stockholders may vote in person or by proxy in writing filed with the Clerk at the meeting. No proxy dated more than six months before the meeting named therein shall be accepted, and no such proxy shall be valid after the adjournment of the meeting. Except as otherwise required by law, by the Articles of Organization or these By-Laws, any matter coming before any meeting of the stockholders shall be adopted as the act and deed of the stockholders if approved by a majority in interest of the stock issued, outstanding and entitled to vote thereon,

present or represented at the meeting, a quorum being present: Provided, however, that all elections of Directors and Officers a plurality of the votes cast for any nominee or nominees shall elect. No ballot shall be required for election of a Director or Officer unless requested by the holder of one or more shares entitled to vote thereon or his representative.

ARTICLE FOURTH

CAPITAL STOCK

Section 1. Stock Certificates. Each Stockholder shall be entitled to a certificate or certificates in such form as the Board shall adopt, stating the number of shares and the class thereof held by him, and the designation of the series thereof, if any. Each certificate of stock shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer; the signatures of such officers may be facsimiles if the certificate is signed by a transfer agent or registrar, other than a Director, Officer or employee of the corporation. If any officer who has signed or whose facsimile signature has been placed on any such certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer at the time of issue. Each certificate issued for shares of stock subject to a restriction on transfer pursuant to the Articles of Organization, these By-Laws or any agreement to which the corporation is a party, or issued while the corporation is authorized to issue more than one class of stock, shall have the full text of such restriction or the full text of the preferences, voting powers, qualifications and special and relative rights of the stock of each class and series authorized to be issued, as the case may be, set forth on the face or back of the certificate or, alternatively, shall contain the statement that the corporation will furnish a copy thereof to the holder of the certificate without charge upon written request.

Section 2. Transfer. The Stock of the corporation shall be transferable, so as to affect the rights of the corporation, after satisfaction of the provisions of the Articles of Organization, or other lawful provisions to which the corporation is a party, imposing a restriction upon transfer unless the same shall be waived by the Board of Directors by transfer recorded on the books of the corporation, in person or by duly authorized attorney, upon the surrender of the certificate or certificates properly endorsed or assigned.

Section 3. Fractional Shares. Fractional shares of stock of any class may be issued. Fractional shares shall entitle the holder thereof to the voting and dividend rights and the rights to participate in assets upon liquidation, and shall have and be subject to the preferences, qualifications, restrictions and special and relative rights, of the class of stock or series in which issued. In lieu of fractional shares, the corporation may issue scrip in registered or bearer form entitling the holder thereof to receive a certificate for a full share upon the surrender of scrip aggregating a full share. Any scrip issued by the corporation may be issued upon such terms and conditions and in such manner as the Directors shall fix.

Section 4. Equitable Interests. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person except as may be otherwise expressly provided by law.

Section 5. Lost Certificates. The Directors of the corporation may, from time to time, determine the conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost or destroyed. They may in their discretion require the owner of a lost or destroyed certificate, or his legal representative, to give a bond to the

corporation with or without surety; surety if required shall be such as the Directors deem sufficient to indemnify the corporation against any loss or claim which may arise by reason of the issue of a certificate in place of such lost or destroyed stock certificate.

ARTICLE FIFTH

MAINTENANCE AND INSPECTION OF RECORDS

The Corporation shall maintain in the Commonwealth of Massachusetts the original or attested copies of its Articles of Organization, By-Laws and records of all meetings of incorporators and stockholders, as well as its stock and transfer records which shall contain the names of all stockholders and the record address and amount of stock held by each. Such copies and records may be maintained at the principal office of the corporation or an office of its transfer agent or the office of the Clerk and shall be open at all reasonable times to the inspection of any stockholder for a proper purpose.

ARTICLE SIXTH

CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS

Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the corporation may be signed by any officer or officers or person or persons authorized by the Board of Directors to sign the same. No Officer or person shall sign any such instrument as aforesaid unless authorized by said Board to do so.

ARTICLE SEVENTH

SEAL

The seal of the corporation shall be circular in form bearing the inscription New England Rehabilitation Hospital, Inc., 1973. The Treasurer shall have custody of the seal and may affix it (as may any other officer if authorized by the Directors) to any instrument requiring the corporate seal.

ARTICLE EIGHTH

FISCAL YEAR

The fiscal year of the corporation shall be the year ending with the thirty-first day of August in each year.

ARTICLE NINTH

CONTROL OVER BY-LAWS

These By-Laws may be altered, amended or repealed and any new By-Laws adopted at any annual or special meeting of the stock-holders by the affirmative vote of a majority of the shares of capital stock then issued, outstanding and entitled to vote or, to the extent permitted by law and authorized by the Articles of Organization, by the affirmative vote of a majority of the Board of Directors at any meeting of the Board; provided, however, that notice of a proposal to alter, amend or repeal these By-Laws or adopt new By-Laws shall be included in the notice of any meeting at which such alteration, amendment or repeal or adoption is considered. Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the Board of Directors of any By-Laws or the adoption of any new By-Laws, notice thereof stating the substance of such change shall be given all stockholders entitled to vote on amending the By-Laws. Any alteration, amendment or repeal of these By-Laws or any new By-Laws adopted by the Board of Directors may be amended or repealed by the stockholders.

ARTICLE TENTH

CHARITABLE CONTRIBUTIONS

The President shall have the power and authority to make contributions, in such amounts as he shall determine to be reasonable, providing each such contribution is not greater than Five Hundred ($500.00) Dollars, to corporations, trusts, funds or foundations, organized and operated exclusively for charitable, scientific or educational purposes, no part of the net earnings of which inures to the benefit of any private stockholder or individual; provided that such contributions in any fiscal year shall not in the aggregate exceed Five Hundred ($500.00) Dollars whether or not there are at the time of such contributions earnings or earned surplus in that amount, unless and then only to the extent that contributions in excess of Five Hundred ($500.00) Dollars shall be authorized by the Board of Directors at a regular or special meeting of the Board duly called for the purpose. Nothing in this section shall be construed as directly or indirectly restricting or otherwise affecting, except as herein provided, the rights and powers of this Company with reference to payments of the nature specified.

ARTICLE ELEVENTH

EFFECT OF PROVISIONS OF LAW AND

ARTICLE OF ORGANIZATION

Each of the provisions of these By-Laws shall be subject to and controlled by any specific provisions of law or the Articles of Organization which relate to their subject matter, and shall also be subject to any exceptions, or more specific provisions, dealing with the subject matter, appearing elsewhere in these By-Laws as amended from time to time.

EX-3.173 169 dex3173.htm ARTICLES OF INCORPORATION OF NEW ENGLAND REHABILITATION MANAGEMENT CO., INC. Articles of Incorporation of New England Rehabilitation Management Co., Inc.

Exhibit 3.173

ARTICLES OF INCORPORATION

New England Rehabilitation Management Co., Inc.

THE UNDERSIGNED, ACTING AS INCORPORATOR(S) OF A CORPORATION UNDER THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, ADOPT(S) THE FOLLOWING ARTICLES OF INCORPORATION FOR SUCH CORPORATION:

FIRST: The name of the corporation is New England Rehabilitation Management Co., Inc. (Note 1)

SECOND: The period of its duration is perpetual

THIRD: The principal purpose or purposes for which the ‘corporation is organized are:

To implement and manage comprehensive, hospital-based in-patient rehabilitation units, and, in connection therewith, to provide physical therapy, occupational therapy, speech therapy, psychological services, and/or related services; to enter into contracts with hospitals in connection with the implementation and management of such rehabilitation units; to own and lease real and personal property necessary or appropriate for rendering such services and to invest funds in real estate, mortgages, stocks, bonds and any other type of investment; to serve as a general or limited partner of a partnership and to engage in any joint venture with any other firm, corporation, partnership or entity; to carry on any other business or activity that may be lawfully carried on by a corporation organized under the laws of the State of New Hampshire, whether or not related to those referred to herein;

and is empowered to transact any and all lawful business for which corporations may be incorporated under RSA 293-A.

FOURTH: Approval, license or permit from another New Hampshire agency, board or commission required prior to receiving a Certificate of Incorporation from the Secretary of State, has been obtained from (Note 2) N/A

FIFTH: The aggregate number of shares which the corporation shall have authority to issue is: (Note 3)

Three Hundred (300) shares of no-par value common stock.

SIXTH: Provisions granting preemptive rights are: (Note 4) None

SEVENTH: Provisions for the regulation of the internal affairs of the corporation are: (Note 5)

None

EIGHTH: The address of the initial registered office of the corporation Is 505 West Hollis Street, Nashua, NH and the name of its initial registered agent at such address is T. Harrison Whalen

NINTH: The number of directors constituting the initial board of directors of the corporation. is 3 , and the names and addresses of the persons who are to serve as directors until the first annual meeting of—shareholders or until their successors are elected and shall qualify are:


Name		Address
Edward G. LeRoux, Jr.		2501 Partridge Dr., Lake Eloise, Winter Haven, FL
Raymond J. Dunn, III		169 Whitcomb Avenue, Littleton, MA
Michael F. Curran		36 Christine Terrace, South Weymouth, MA

TENTH: The name and address of each incorporator is:


Name		Address
Lawrence Litwak		c/o Greif & Litwak, P.C.
		77 North Washington Street
		Boston, MA 02114

Dated October 18, 1985

/s/ Lawrence Litwak

Incorporator(s) (Note 6)

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

New England Rehabilitation Management Co., Inc.

PURSUANT TO THE PROVISIONS OF SECTION 61 OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF INCORPORATION:

FIRST: The name of the corporation is New England Rehabilitation Management Co., Inc.

SECOND: The following amendments of the Articles of Incorporation were adopted by the shareholders (Note 1) of the corporation on August 1, 1986, in the manner prescribed by the New Hampshire Business Corporation Act: (Insert Amendments)

Any stockholder, including the heirs, assigns, executors or administrators of a deceased stockholder, desiring to sell or transfer such stock owned by him or them, shall first offer it to the corporation through the Board of Directors, in the manner following: He shall notify the directors of his desire to sell or transfer by notice in writing, which notice shall contain the price at which he is willing to sell or transfer and the name of one arbitrator. The directors shall within thirty days thereafter either accept the offer, or by notice to him in writing, name a second arbitrator, and these two shall name a third. It shall then be the duty of the arbitrators to ascertain the value of the stock, and if any arbitrator, shall neglect or refuse to appear at any meeting appointed by the arbitrators, a majority may act in the absence of such arbitrator. After the acceptance of the offer, or the report of the arbitrators as to the value of the stock, the directors shall have thirty days within which to purchase the same at such valuation, but if at the expiration of thirty days, the corporation shall not have exercised the right so to purchase, the owner of the stock shall be at liberty to dispose of the same in any manner he may see fit. No shares of stock shall be sold or transferred on the books of the corporation until these provisions have been complied with, but the Board of Directors may in any particular instance waive this requirement.

THE FOREGOING PROVISION AMENDS ARTICLE SEVENTH

ATTACHMENT TO

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

NEW ENGLAND REHABILITATION MANAGEMENT CO., INC.

ARTICLE FIFTH is hereby amended to increase the aggregate number of shares which the Corporation shall have authority to issue from three hundred (300) shares of no par value common stock to one thousand (1,000) shares of no par value common stock.

THIRD: The number of shares of the corporation outstanding at the time of such adoption was 100; and the number of shares entitled to vote thereon was 100

FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows: (Note 2) N/A


Class		Number of Shares

FIFTH: The number of shares voted for such amendment was 100; and the number of shares voted against such amendment was None (Note 2)

SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was: (Note 2) N/A


Class	Number of Shares voted
	For	Against

SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected is as follows: (Note 3) N/A

EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital, expressed in dollars, as changed by such amendment, are as follows: (Note 2) N/A

Dated August 1, 1986

New England Rehabilitation Management Co. Inc. (Note 4)

(Note 5)

Signature of its President

Edward G. LeRoux, Jr.

Print or type name

and (Note 5)

Signature of its Ass’t Secretary

Raymond J. Dunn, III

Print or type name

Notes:

1. Change to “board of directors” if no shares have been issued.

2. If inapplicable, omit.

3. This article may be omitted if the subject matter is set forth in the amendment or if it is inapplicable.

4. Exact corporate name of corporation adopting the Articles of Amendment.

5. Signatures and titles of officers signing for the corporation. Must be signed by President or Vice-President and Secretary or Assistant Secretary.

6. If amendment increases the authorized stock, include fee according to schedule under RSA 293-A:136 II less amount previously paid in for original authorization and prior increases, provided however that the minimum fee shall be $30.00.

EX-3.174 170 dex3174.htm BYLAWS OF NEW ENGLAND REHABILITATION MANAGEMENT CO., INC. Bylaws of New England Rehabilitation Management Co., Inc.

Exhibit 3.174

Bylaws of

New England Rehabilitation Management Co., Inc.

a New Hampshire Corporation

February 2006

BYLAWS

ARTICLE I

Meetings and Actions by Consent of Stockholders

Section 1. Meetings of the stockholders of the corporation may be held within or without the State of New Hampshire as may be determined from time to time by the Board of Directors, and, in the absence of such determination, at the principal office of the corporation in the State of New Hampshire.

Section 2. The annual meeting of stockholders shall be held on the first Tuesday of April each year or at such other time or in such month as shall be fixed by the Board of Directors. In the event that such annual meeting be omitted by oversight or otherwise, a subsequent meeting may be held in place thereof, and any business transacted, votes had, or elections held at such meeting shall be of the same force and effect as if transacted, had or held at such annual meeting.

Section 3. Special meetings of the stockholders may be called at any time by the Board of Directors or the President and shall be called by the President at the request of stockholders entitled to vote on the issues to be considered at the meeting who own at least one-tenth of the corporation’s issued and outstanding stock having voting rights with respect to such issues, if such request is made and delivered in accordance with RSA 293-A:7.02.

Section 4. Notice of all meetings, annual and special, of the stockholders stating the place, day and hour thereof and, in case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) and not more than sixty (60) days before the date of the meeting, to each stockholder of record entitled to vote at said meeting. Notice shall be in writing, unless oral notice is reasonable under the circumstances. Notice may be communicated in person, by telephone, telegraph, teletype, or other form of wire or wireless communication, or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his address as it appears on the stock transfer books of the company, first class postage prepaid. Notice delivered other than by mail is effective when received. Meetings may be held without notice provided all stockholders entitled to vote shall sign, either before or after the time stated in the notice, a written waiver of notice, which shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

Section 5. Business transacted at any special meetings shall be confined to the objects stated in the call and matters reasonably incident thereto, unless all stockholders entitled to vote thereat shall sign a written consent to the action taken.

Section 6. A majority of the shares of the corporation entitled to vote, represented in person, by duly authorized attorney-in-fact or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any

business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders.

Section 8. When a quorum is present at any meeting, any matter brought before such meeting shall be approved if the votes cast in favor of the proposed action exceed those cast opposing the action, unless a greater number of affirmative votes is required by the articles of incorporation or by-laws and except as otherwise provided by Section 10 of this Article I.

Section 9. Stockholders of record when entitled to vote may vote at any meeting either in person, by a duly authorized attorney-in-fact or by proxy filed with the Secretary before voted. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy, nor in any event after the final adjournment of such meeting.

Section 10. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting and without notice or waiver thereof if a consent in writing, which may be contained in a single document or may be contained in more than one document so long as the documents in the aggregate contain the required signatures, setting forth the action so taken, is signed by all the stockholders entitled to vote with respect to the subject matter thereof, and is filed with the Secretary of the corporation as part of the corporate records. Such written consent shall have the same effect as a unanimous vote of the stockholders and may be stated as such in any document required or permitted to be filed with the Secretary of State and in any certificate or document prepared or certified by any officer of the corporation for any purposes.

Section 11. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the stockholders entitled to vote at each meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting.

ARTICLE II

Subscription for Shares

In the event of default in the payment of any installment or call when payment is due on a subscription for shares, the subscriber shall forfeit the subscription and the amounts paid therefor if the amount remains unpaid for a period of twenty (20) days after written demand has been made on the subscriber in accordance with statute.

ARTICLE III

Directors

Section 1. The Board of Directors shall consist of at least one director and not more than ten directors. The number shall be fixed by the incorporators initially and from time to time thereafter by the stockholders. Subject to Section 4 of this Article III, the directors shall be elected at the annual meeting of the stockholders.

Section 2. Each director shall be elected to serve for one year and until his successor shall be elected and qualified for office. Directors need not be residents of the State of New Hampshire or stockholders of the corporation.

Section 3. The stockholders may remove from office with or without cause any director elected by them, in the manner provided by statute.

Section 4. If the office of any director is vacant for any reason, including an increase in the number of directors, the remaining directors, though less than a quorum, may elect a successor or successors who shall hold office for the unexpired term. If, for any reason, the remaining directors do not elect such successor or successors, the stockholders may elect such successor or successors.

Section 5. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors except as otherwise provided by these By-laws, the Articles of Incorporation and the laws of the State of New Hampshire.

Section 6. The regular meeting of the Board of Directors shall be held without notice, other than this by-law, immediately after the annual meeting of stockholders and at the same place. Additional regular meetings of the Board of Directors may be held without notice in such places and at such times as the Board may from time to time determine.

Section 7. Special meetings of the Board of Directors shall be held at any time or place, either within or without the State of New Hampshire, upon request of the President or a majority of the Directors.

Notice of any special meeting shall be delivered to each Director at least 24 hours before the time of the meeting. Notice shall be in writing, unless oral notice is reasonable under the circumstances. Notice may be communicated in person, by telephone, telegraph, teletype, or other form of wire or wireless communication, or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication. If mailed, such notice shall be deemed to be delivered when received or, if earlier, five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and addressed to the Director at his or her address on file with the corporation; provided, however, that if notice is sent by registered or certified mail, return receipt requested, it shall be deemed delivered on the date shown on the return receipt if the receipt is signed by or on behalf of the Director. Notice given other than by mail shall be deemed delivered when it is received.

Special meetings may be held at any time without notice provided all the Directors have waived notice thereof. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or the transaction of any business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 8. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means shall constitute presence in person at a meeting.

Section 9. A majority of the number of Directors fixed pursuant to Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 10. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 11. Any action required or permitted to be taken at a meeting of the Directors of this corporation may be taken without a meeting and without notice or waiver thereof if a consent in writing, which may be contained in a single document or may be contained in more than one document so long as the documents in the aggregate contain the required signatures, setting forth the action taken or to be taken, shall be signed by all of the directors at any time before or after the effective date of such action. Action taken in this manner is effective when the last Director signs the consent, unless an earlier or later effective date is specified in the consent. The consent shall be filed with the minutes of Directors’ meetings and shall have the same effect as a unanimous vote of the Directors and may be stated as such in any document required or permitted to be filed with the Secretary of State and in any certificate or document prepared or certified by any officer of the corporation for any purposes.

Section 12. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (1) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before the adjournment thereof or to the corporation immediately after the adjournment of the meeting. Such right of dissent or abstention shall not apply to a Director who voted in favor of such action.

Section 13. The Board of Directors by resolution may designate an executive committee and/or such other committees, which shall have such authority as the resolution shall specify to the extent not inconsistent with the law. The designation of such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 14. The corporation shall indemnify and reimburse any person who is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the fullest extent authorized by RSA 293-A:8.50-.58, as amended. This power shall be exercised in accordance with RSA 293-A:8.55(b)(1), (2), and (3), as amended.

Section 15. No Director or officer of this corporation shall be disqualified by his office from dealing or contracting with this corporation as a vendor, purchaser or otherwise. No trans-action or contract of this corporation shall be void or voidable by reason of the fact that any Director or officer of this corporation or any firm of which any such Director or officer is a member or employee or any corporation of which any such Director or officer is a stockholder, officer, Director or employee, is in any way interested in such transaction or contract, provided: (i) that the transaction or contract is fair and reasonable to the corporation, or (ii) that, after such interest and the material facts of the transaction or contract shall have been disclosed, such transaction or contract is or shall be authorized, ratified or approved either (a) by vote of a majority of the Board of Directors, exclusive of any Director or officer so interested in such transaction or contract, any Director or officer who is a member or employee of a firm so interested in such transaction or contract, and any Director or officer who is a stockholder, officer, Director or employee of a corporation so interested in such transaction or contract, or (b) by the written consent, or by a vote at a stockholders’ meeting, of the holders of record of a majority of all the outstanding shares of stock of this corporation entitled to vote. No Director or officer of this corporation shall be liable to account to this corporation for any profits realized by or from or through any such transaction or contract of this corporation authorized, ratified or approved as aforesaid by reason of the fact that he, or any firm of which he is a member or employee or any corporation of which he is a stockholder, officer, Director or employee was interested in such transaction or contract. Nothing herein contained shall create liability in the events above described or prevent the authorization, ratification or approval of such contracts or transactions in any other manner provided by law.

ARTICLE IV

Officers

Section 1. The officers of the corporation shall be a President, a Treasurer, a Secretary and such other officers as the Board of Directors may determine and elect. The officers specifically named in this Section 1 shall be elected by the Board of Directors. The Board may elect such other officers, including an Assistant Secretary, as it deems desirable. Two or more offices may be held by the same person. No officer need be a member of the Board of Directors.

Section 2. The officers of the corporation to be elected by the Board of Directors shall be elected annually for one-year terms by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3. Any officer or agent may be removed by the Board of Directors at any time with or without cause.

Section 4. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and Directors when present, and, subject to the control of the Board of Directors, shall supervise the business and affairs of the corporation. He shall also perform such other duties as are imposed on him by these By-laws or as may be assigned to him by the stockholders or Directors.

Section 6. The Treasurer shall, subject to the discretion and under the supervision of the Board of Directors, be the chief financial officer of the corporation. He shall have the care and custody of the funds of the corporation and shall have and exercise under the supervision of the Board of Directors, all the powers and duties commonly incident to his office or granted or assigned to him by the stockholders or Directors, and may be required by the Board of Directors to give bond in such sum and with such surety as may be satisfactory to it. He shall have the custody of all money, funds and securities of the corporation, except his own bond which shall remain in the custody of the President. He shall deposit or cause to be deposited all the funds of the corporation in such bank(s), trust company(ies) or with such firm(s) doing a banking business as the Board of Directors may, from time to time, designate. He may, on behalf of the corporation, endorse for deposit or collection all checks, notes and other obligations payable to the corporation or its order and may accept drafts on behalf thereof. He shall keep accurate books of account of all corporate transactions, which books shall be the property of the corporation and together with all other of its property in his possession, shall be subject at all times to the inspection and control of the Board of Directors. All receipts and vouchers for payments made to the corporation and all checks, drafts, notes or other corporate obligations for the payment of money by the corporation shall be signed by the Treasurer except as otherwise voted by the Board of Directors.

Section 7. The Secretary shall: (a) keep the minutes of the proceedings of the stockholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate minutes and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) sign certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8. If the Board of Directors elects an Assistant Secretary, that officer may perform all duties that the Secretary is authorized to perform under applicable law, under these By-laws and under any resolution of the Board of Directors that is consistent with applicable law and with these By-laws.

ARTICLE V

Contracts and Loans

Section 1. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

ARTICLE VI

Stock Certificates

Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary and sealed with the corporate seal or facsimile thereof.

Each certificate for shares shall be consecutively numbered or otherwise identified. Each certificate shall state upon its face: (a) that the corporation is organized under the laws of this state; (b) the name of the person to whom issued; (c) the number and class of shares; and (d) the designation of the series, if any, which the certificate represents. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.

ARTICLE VII

Corporate Seal

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state and year of incorporation.

ARTICLE VIII

Books and Records

The corporation shall keep correct and complete books and records of account. It shall also keep minutes of the proceedings of its stockholders and Board of Directors, together with

any other records required to be maintained by law, which shall be kept at its principal office. It shall further keep at (1) its registered office, (2) its principal place of business, or (3) the office of its transfer agent, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each. Any books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

ARTICLE IX

Inspection of Books and Papers

All books and records of account, and all other papers and documents of every kind, shall be open to the inspection of the members of the Board of Directors at all times during business hours. The corporation’s books and records of accounts, minutes and record of stockholders shall, upon written demand, be open to inspection for any proper purpose at any reasonable time or times only by such stockholders as are authorized by law.

ARTICLE X

Transfer of Stock

The corporation shall record upon the books of the corporation a transfer of its shares upon surrender of the certificate thereof, accompanied by proper evidence of authority to transfer, except that in the case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe. The corporation shall cancel such certificate and issue a new certificate to the transferee of such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. No transfer shall affect the right of the corporation to treat such holder as the owner thereof until such transfer shall have been recorded upon the books of the corporation or until a new certificate shall have been so transferred.

ARTICLE XI

Transfer Books

For the purpose of determining stockholders entitled to notice or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period not to exceed seventy (70) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than seventy days and, in case of a meeting of stockholders, not less than ten days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination

of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

ARTICLE XII

Fiscal Year

The fiscal year of the corporation shall end on the 31st day of December.

ARTICLE XIII

Miscellaneous

As used in these By-laws, the masculine gender imports the feminine gender and the singular imports the plural, except as the context clearly otherwise indicates.

ARTICLE XIV

Amendments

The shareholders or the Board of Directors may alter, amend or repeal these By-laws or adopt new By-laws.

EX-3.175 171 dex3175.htm ARTICLES OF INCORPORATION OF NORTH LOUISIANA REHABILITATION CENTER, INC. Articles of Incorporation of North Louisiana Rehabilitation Center, Inc.

Exhibit 3.175

ARTICLES OF INCORPORATION

NORTH LOUISIANA REHABILITATION CENTER, INC.

A Louisiana Corporation

We, the undersigned, being persons capable of contracting

for the purpose of forming a corporation pursuant to

Chapter I of Title 12 of the Louisiana Revised Statutes,

do hereby confect these Articles of Incorporation

(the “Articles”) and for such purpose certify that:

Article I

NAME

The name of this corporation is North Louisiana Rehabilitation Center, Inc. (the “Company”).

Article II

INCORPORATORS

The Incorporators’ names are Danielle Lombardo Trostorff, whose municipal address is 400 Poydras Street, Suite 2500, New Orleans, Louisiana 70130 and H. Dillon Murchison whose municipal address is 400 Poydras Street, Suite 2500, New Orleans, Louisiana 70130.

Article III

PURPOSE

The Company is organized for the purpose of doing any and all things that corporations are authorized or empowered to do under Louisiana law, including, without limitation, operating a comprehensive medical rehabilitation hospital which will provide rehabilitative health care services to patients with physically-based illnesses and disabilities. In connection therewith, the Company may provide other services to such persons incidental to primary treatment, provide other services on both an in-patient and out-patient basis such as are customary for similar hospitals to provide, carry on medical research related to the types of care and treatment rendered, maintain a close working relationship with any other hospital, university or organization in order to minimize the duplication of services and, in general, do all things necessary or desirable, or which are customary for similar hospitals, to accomplish the foregoing purposes including, without limitation, the owning and/or leasing of real property, medical and diagnostic equipment and other necessary supplies and equipment.

Article IV

CAPITAL STOCK

4.01 Authorized Stock.

The Company shall issue common stock only and shall have authority to issue fifty-five thousand nine hundred (55,900) shares of common stock, of which four thousand nine hundred (4,900) shares will be designated Class A, $.01 par value, and fifty-one thousand (51,000) shares designated Class B, $.01 par value.

4.02 Interest in Distributions. Each share of a class of stock shall participate ratably with each other share of the same class in all dividends and distributions. All dividends and distributions shall be distributed one-half (1/2) to Class A holders and one-half (1/2) to Class B holders.

4.03 Regulatory Approvals. Where the approval of DHHR is required by law, rule or regulation prior to authorization or issuance of the Company’s stock, no stock may be authorized or issued until such approval has been obtained. Any stock issued without such approval shall have no legal force or effect.

4.04 No Preemptive Rights. Shareholders shall not have preemptive rights to subscribe for or acquire any shares of the Company.

4.05 Expense Reimbursement. The Company shall reimburse the Incorporators for all reasonable charges, fees and expenses incurred by them incident to organization of the Company.

Article V

SHAREHOLDER VOTING AND CONSENTS

5.01 Vote Required. Except where a greater number expressly is required by (i) law, (ii) these Articles, or (iii) the Company’s By-Laws, and except where a Vote of Class B Shareholders (in addition to a Vote of Class A Shareholders) is required by (i) law, (ii) these Articles, or (iii) the Company’s By-Laws, the vote of shareholders holding a majority or more of the Class A shares present in person or by proxy at any meeting at which a quorum is present, or voting by means of written consent in accordance with the requirements of 5.02, is required and sufficient to make such decisions submitted to shareholder vote. The presence in person or by proxy of fifty-one (51%) percent or more of each class of shares entitled to vote at such meeting shall constitute a quorum. As to all matters upon which a class of shares may vote, each share of a class shall have one vote per share.

5.02 Shareholders’ Consents. Whenever the affirmative vote of any class of shareholders is required to authorize or constitute action by the Company, the consent in writing to such action signed by shareholders holding that proportion of the total voting power of the class, on the question, which is required by (i) law, (ii) these Articles, or (iii) the Company’s By-Laws, (whichever requirement is higher), shall be sufficient for the purpose, without necessity of a meeting of shareholders. However, any written

consent given by less than all the shareholders of a class shall be valid only if all shareholders of such class were given due notice of and opportunity to consider the matter thus raised and to make an informed decision to give or withhold consent.

Article VI

DIRECTORS

6.01 Classes of Directors. The Company shall have two classes of Directors: Continuing Directors and Special Directors. Special Directors may be elected by the holder of Class B shares only upon the occurrence, or failure to occur, of certain events, as provided for in the By-Laws, and shall hold office only so long as therein provided. Directors need not be shareholders. Other matters concerning Continuing and Special Directors are set forth in the By-Laws.

6.02 Continuing Directors. Except when Special Directors have been duly elected and are holding office, all the corporate powers of the Company shall be vested in and exercised by a Board of Continuing Directors elected by the holders of Class A shares, which shall consist of the number of Directors set from time to time by resolution of the Continuing Directors, which number shall not be less than three (3) nor more than fifteen (15), except that whenever the Corporation has fewer than three (3) Shareholders there need be only as many Directors as there are Shareholders.

6.03 Absent Directors. Any Director absent from a meeting of the Board of Directors (whether composed only of Continuing Directors or both Continuing and Special Directors) or any committee thereof may be represented by any other Director or a shareholder, who may cast the vote of the absent Director according to the written instructions, general or special, of the absent Director. The appearance by any Director at any meeting shall constitute a waiver of any lack of notice of such meeting to such Director.

Article VII

REVERSIONS

Cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares, which are not claimed by the shareholders entitled thereto within one year after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the Company to pay the dividend or redemption price or deliver the certificates for the share(s) to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Company, and the Company’s obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease; provided, that the Board of Directors may, at any time, for any reason satisfactory to it, but need not, authorize (i) payment of the amount of any cash or property dividend or redemption price or (ii) issuance of any shares, ownership of which has reverted to the Company pursuant to this Article, to the person or entity who or which would be entitled thereto had such reversion not occurred.

Article VIII

AMENDMENT OF ARTICLES AND BY-LAWS

Any amendment to or revocation of the Company’s Articles or By-Laws shall require the affirmative vote of (i) shareholders owning a majority or more of the Class A shares, (ii) shareholders owning two-thirds (2/3) or more of the Class B shares. An amendment to or revocation of the Articles or By-Laws may be proposed by any Director, Officer or holder of the Company’s stock and may be voted upon at any annual or special meeting, provided that reference to the proposed amendment or revocation is set forth in the meeting notice.

Article IX

DURATION OF EXISTENCE

The Corporation shall exist in perpetuity, except that it shall be dissolved or liquidated immediately if the DHHR Approval expires prior to the completion of the Facility in accordance with the Approval, applicable laws and DHHR regulations.

Article X

DIRECTOR’S INDEMNITY

The Corporation shall indemnify Directors and Officers of the Corporation to the fullest extent allowed under the provisions of L.S.A.-R.S. 12:83, as amended from time to time.

In Witness Whereof, we the undersigned have set our hands to these Articles of Incorporation of North Louisiana Rehabilitation Center, Inc. on this 4th day of March 1987.

/s/ H. Dillon Murchison

H. Dillon Murchison Incorporator

/s/ Danielle L. Trostorff

Danielle L. Trostorff Incorporator

ACKNOWLEDGMENT OF ARTICLES OF INCORPORATION


State of Louisiana		§
		§
Parish of Orleans		§

I HEREBY CERTIFY that before me, the undersigned authority, duly commissioned and qualified to so act in and for the jurisdiction above stated, personally came and appeared H. Dillon Murchison, known to me to be the person who signed the foregoing Articles of Incorporation of North Louisiana Rehabilitation Center, Inc. as Incorporator, and who being by me duly sworn, did acknowledge and declare, in the presence of the two competent witnesses who have signed below, that he signed the said instrument as his free act and deed for the purposes therein mentioned.

IN WITNESS WHEREOF, the said appearer, witnesses and I have hereunto affixed our signatures on this 4th day of March, 1987.

WITNESSES:


/s/ [unreadable]		/s/ H. Dillon Murchison
		H. DILLON MURCHISON

/s/ Evelyn J. Breaux

	/s/ Ricardo M. Quechara
	Notary Public

ACKNOWLEDGMENT OF ARTICLES OF INCORPORATION


State of Louisiana		§
		§
Parish of Orleans		§

I HEREBY CERTIFY that before me, the undersigned authority, duly commissioned and qualified to so act in and for the jurisdiction above stated, personally came and appeared Danielle Lombardo Trostorff, known to me to be the person who signed the foregoing Articles of Incorporation of North Louisiana Rehabilitation Center, Inc. as Incorporator, and who being by me duly sworn, did acknowledge and declare, in the presence of the two competent witnesses who have signed below, that she signed the said instrument as her free act and deed for the purposes therein mentioned.

IN WITNESS WHEREOF, the said appearer, witnesses and I have hereunto affixed our signatures on this 4th day of March, 1987.

WITNESSES:


/s/ [unreadable]		/s/ Danielle Lombardo Trostorff
		DANIELLE LOMBARDO TROSTORFF

/s/ Evelyn J. Breaux

	/s/ Ricardo M. Quechara
	Notary Public

EX-3.176 172 dex3176.htm BYLAWS OF NORTH LOUISIANA REHABILITATION CENTER, INC. Bylaws of North Louisiana Rehabilitation Center, Inc.

Exhibit 3.176

Bylaws of

North Louisiana Rehabilitation Center, Inc.

a Louisiana Corporation

BYLAWS

ARTICLE I

OFFICERS

Section 1. The officers of this Corporation shall be a President, Vice President, Secretary and Treasurer. The persons serving as officers may be elected to the Board of Directors. Two or more offices may be combined in one person.

The duties of the several officers shall be as follows:

President: The President shall be the chief executive officer of the Corporation; he shall preside at all meetings of the stockholders and directors; he shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute bonds, mortgages, and other contracts; and shall have the authority, as does the Treasurer, to sign all checks, drafts and notes on behalf of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of president of a Corporation.

The President shall have the sole authority in the hiring and firing of employees other than officers, in the granting and accepting of leases, in the buying of all equipment and fixtures of the Corporation, and generally in all matters having to do with the normal day-to-day operation of the business as set forth in the articles of incorporation, reserving to the other Officers and to the Board of Directors those powers delegated to them by law and those reserved to them herein.

Vice President: In the event of absence or incapacity of the President as outlined above, the Vice President shall assume the duties of President. In the absence of the Secretary or Treasurer, the duties of such officer shall devolve upon the Vice President in his capacity as Assistant Secretary or Assistant Treasurer.

Secretary: The Secretary shall give notice of all meetings of the Corporation, of the Board of Directors and of committees. The Secretary shall attend all meetings of the shareholders, and record all votes and the minutes of all proceedings in a book kept for that purpose; and shall perform like duties for the standing committees when required. He shall keep in safe custody any seals of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature. He shall perform such other duties as may be prescribed by the Board of Directors under whose supervision he shall be.

Treasurer: The Treasurer shall have charge of all funds of the Corporation and of their disbursement under the direction of the Board of Directors. He shall keep a record of all monies received and paid out, and make a report of the same to the Board of Directors at each regular monthly meeting thereof and whenever requested to do so. He shall also have the authority, as does the President, to sign all checks, drafts and notes on behalf of the Corporation.

Section 2. The compensation of all officers shall be fixed by the Board of Directors.

Section 3. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The Board need not appoint a Vice President or a Treasurer; if either or both are not appointed, those functions shall be discharged by the Secretary.

Section 4. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote or approval in writing of a majority of the whole Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote or approval in writing of a majority of the Board of Directors.

Section 5. In the case of the absence of any officer of the Corporation other than the President, or for any other reason that the Board may deem sufficient as to any officer other than the President, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the entire Board concurs therein.

ARTICLE II

BOARD OF DIRECTORS

Section 1. The number of Directors shall be determined from time to time by the shareholders electing persons to fill those offices, but the number of Directors shall not be less than, nor more than, the maximum and minimum determined as follows: There shall never be fewer directors than the Corporation has shareholders. However, if there are 3 or more shareholders, the Corporation need not have more than 3 directors. The Corporation shall never have more than 9 directors unless these Bylaws are amended.

Section 2. The Board of Directors shall be charged with the management of all of the affairs of the Corporation, subject to the provisions of its articles of incorporation, bylaws and shareholders’ agreements. To the extent not prohibited by LSA-R.S. 12:121, the

Board of Directors shall have sole authority in the buying, selling and mortgaging of real estate and the sale of all or a substantial part of all of the assets of the Corporation.

Section 3. Regular meetings of the board of Directors shall be held at such time and place as the directors shall determine. Special meetings of the Board may be called by the President or Vice President on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner pursuant to receiving a written request for such form at least two directors. Immediately following the adjournment of the annual meeting of the stockholders of the Corporation, the newly-elected directors shall hold a meeting for the purpose of organization and the transaction of any other business.

Any action of the Board may be had between its regular meetings upon the consent or approval in writing of a majority of the whole Board.

Section 4. A majority of the directors shall constitute a quorum of the Board.

Section 5. The directors shall serve for a term of one year, or until the next annual meeting of the shareholders, or until their successors shall have been duly elected and qualified.

Section 6. The Corporation shall indemnify and hold harmless each director and officer now or hereafter serving the Corporation from and against any and all claims and liabilities to which he may be or become subject by reason of his now or hereafter being or having heretofore been a director or officer of the Corporation and/or by reason of his alleged acts of omissions as such director or officer, whether or not he continues to be such officer or director at the time when any such claim or liability is asserted, and shall reimburse each such director and officer for all legal and other expenses reasonably incurred by him in connection with defending any and all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the Board of Directors, whether or not he continues to be such director or officer at the time such expenses are incurred; provided however, that no director or officer shall be indemnified against any claim or liability arising out of his own gross negligence or willful misconduct or shall be indemnified against or reimbursed for any expenses incurred in defending any or all such claims or liability or in settling the same unless in the judgment of the directors or the shareholders of the Corporation the director or officer should be reimbursed. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.

ARTICLE III

COMMITTEES

Section 1. The board of directors may delegate the day-to-day managerial functions of the corporation to an executive committee delegating whatever powers to said committee which the board in its discretion may deem fit to so delegate. If an executive committee is appointed, the president shall be a member, and at least two (2) other members of the board of directors shall likewise be members, and the committee shall have all of the powers of the board when the board is not in session, except as limited in the following section.

Section 2. In addition to the executive committee, the board of directors may, by resolution, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Vacancies in the committee may be filled by the board of directors or by the president. In the absence or disqualification of a member of a committee, the member or members thereof, present at any meeting and not disqualified from voting, whether or not the same constitutes a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member. Any such committee shall have and may exercise all powers of the board of directors, to the extent provided in the resolution of the board of directors; but no such committee shall have the power or authority to amend the articles of incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of assets, recommend to the stockholders a dissolution of the corporation, a revocation of a dissolution, or amend the bylaws of the corporation; and unless the resolution so provides, no such committee shall have the power or authority to declare a dividend, elect officers and directors, change the committee’s membership, or authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. In the absence of specific direction by the board to the contrary, a majority of its members shall constitute a quorum and the affirmative vote of a majority of its members shall be necessary of the adoption of the resolution.

Section 3. If the board fails to designate the chairman of a committee, the president, if a member, shall be chairman. Each committee shall meet at such times as it shall determine, and at any time on call of the chairman. A majority of a committee constitutes a quorum, and the committee may take action either by vote of a majority of the members present at any meeting at which there is a quorum or by written concurrence of a majority of the members. In case of absence or disqualification of a member of a committee at any meeting thereof, the qualified members present, whether or not they constitute a quorum, may unanimously appoint a director to act in place of the absent or disqualified member. The board has power to change the members of any committee at any time, to fill vacancies, and to discharge any committee at any time.

ARTICLE IV

STOCKHOLDERS’ MEETINGS

Section 1. All meetings of the shareholders shall be held at the registered office of the Corporation, or at such other place as may be specified in the notice of the meeting.

Section 2. The general annual meeting of shareholders for the election of directors and the transaction of other business shall take place on the second Tuesday in January in each year, or the first business day thereafter when such day is a legal holiday, beginning with the year following incorporation.

Section 3. Special meetings of the stockholders of the Corporation may be called at any time by the President, or on the request in writing to the President, of a majority of the Board of Directors.

Section 4. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, shall be called by the President or Secretary at the request in writing of stockholders owning twenty (20%) percent of the total voting power. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy as authorized by the provisions of the Louisiana Business Corporation Law. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation, as of five (5) days prior to such meeting.

Section 6. Written notice of the annual meeting or any special meeting of the stockholders shall be mailed, postage prepaid, at least five (5) days before such meeting, to each stockholder entitled to vote at such address as appears on the stock book of the Corporation. The notice for any special meeting shall state the purpose of the meeting. All meetings of the stockholders of the Corporation may, however, be called without notice, by a written waiver of the right to such notice by every person entitled thereto.

Section 7. Business transacted at all special meetings shall be confined to the objects stated in the call.

Section 8. At all meetings of stockholders, the order of business shall be, as far as applicable and practicable, as follows:

(a) Organization;

(b) Proof of notice of meeting or of waivers thereof (the certificate of the Secretary of the corporation, or the affidavit of any other person who mailed the notice or caused the same to be mailed, being proof of service of notice by mail);

(c) Submission by Secretary or by inspectors, if any shall have been elected or appointed, of list of stockholders entitled to vote, present in person or by proxy;

(d) If an annual meeting, or a meeting called for that purpose, reading of unapproved minutes of preceding meetings, and action thereon;

(e) Reports;

(f) If at a meeting called for that purpose, the election of directors;

(g) Unfinished business;

(h) New business;

(i) Adjournment.

ARTICLE V

CERTIFICATES OF STOCK

The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or Vice President and the Secretary or Secretary-Treasurer.

ARTICLE VI

REGISTERED STOCKHOLDERS

The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Louisiana.

ARTICLE VII

LOSS OF CERTIFICATE

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative, to give the Corporation a bond, in such sum as the Board of Directors of the Corporation may require, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate; a new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the directors, it is proper to do so.

ARTICLE VIII

CHECKS

All checks, drafts and notes of the Corporation shall be signed by the President or the Treasurer, or by officers or other persons as the Board of Directors may from time to time delegate.

ARTICLE IX

DIVIDENDS

Dividends upon the capital stock of the Corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the Board of Directors at any regular or special meetings pursuant to law.

ARTICLE X

AMENDMENTS

These bylaws may be altered or amended or repealed by the affirmative vote of a majority of stock issued and outstanding and entitled to vote at any regular or special meeting of the stockholders called for that and any other purpose, or by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board called for that and any other purpose, or by the written consent of a majority of either the shareholders or of the Board; provided, however, that no change of the time or place for the election of directors shall be made within thirty (30) days preceding the day on which such election is to be held, and that in case of any change of such time or place notice thereof shall be given to each stockholder in person or by letter mailed to his last known post office address, at least twenty (20) days before the election is held.

EX-3.179 173 dex3179.htm CERTIFICATE OF INCORPORATION OF NSC CONNECTICUT, INC. Certificate of Incorporation of NSC Connecticut, Inc.

Exhibit 3.179

CERTIFICATE OF INCORPORATION

STOCK CORPORATION

Office of the Secretary of the State

30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-04 / new I-97

Space For Off

FILING #0001710337 PG 01 OF 02 VOL B-00120

FILED 04/16/1997 03:01 PM PAGE 00038

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

1.	NAME OF THE CORPORATION:

NSC Connecticut, Inc.

2.	TOTAL NUMBER OF AUTHORIZED SHARES: 10,000

If the corporation has more than one class of shares, it must designate each class and the number

of shares authorized within each class below


Class		Number of shares per class
Common

3.	TERMS, LIMITATIONS, RELATIVE RIGHTS AND PREFERENCES OF EACH CLASS OF SHARES AND SERIES THEREOF PURSUANT TO CONN. GEN. STAT. SECTION 33-665:

Common Stock, No Par Value, Number of Shares to be issued is 100.


Space For Off FILING #0001710397 PG 02 OF 02 VOL B-00120 FILED 04/16/1997 03:01 PM PAGE 00039 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE

4. APPOINTMENT OF REGISTERED AGENT
Print or type name of agent:		Business/initial registered office address:

C T CORPORATION SYSTEM		One Commercial Plaza Hartford, Connecticut 06103

		Residence address:
Acceptance of appointment C T CORPORATION SYSTEM By: /s/ [Francis P. Reagan] Ass’t Sect’y Signature of agent

5. OTHER PROVISIONS: N/A

6. EXECUTION Dated this 15^th day of April, 1997 Certificate must be signed by each incorporator.
PRINT OR TYPE NAME OF INCORPORATOR(S)	SIGNATURE(S)		COMPLETE ADDRESS(ES)

Steven E. Ducommun	/s/ Steven E. Ducommun		c/o Bell, Boyd & Lloyd 70 W. Madison, Ste. 3300, Chicago Illinois 60602

EX-3.180 174 dex3180.htm BYLAWS OF NSC CONNECTICUT, INC. Bylaws of NSC Connecticut, Inc.

Exhibit 3.180

NSC CONNECTICUT, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Hartford, Connecticut.

Section 2. The corporation may also have offices at such other places both within and without the State of Connecticut as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETING OF SHAREHOLDERS

Section 1. Annual meetings of shareholders, commencing with the year 1998, shall be held on the second Tuesday of September if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be fixed from time to time by the board of directors and stated in the notice of meeting, at which the shareholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 2. Written notice of the annual meeting stating the time, place, and purpose or purposes of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Connecticut as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of not less than 10 percent of all the shares entitled to vote at the meeting. Special meetings of the shareholders may be called also by the chairman of the board of directors.

Section 3. Written notice of a special meeting stating the time, place, and purpose or purposes of the meeting for which the meeting is called, shall be delivered not

less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. Business transacted at any special meeting shall be confined to the purpose or purposes stated in the notice thereof.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided in the certificate of incorporation. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his agent. In all elections for directors every shareholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected and for whose election he has a right to vote, or, if the certificate of incorporation so provides, to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the aggregate number of his votes shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

Section 4. Subject to statutory provisions, any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Except as provided in the certificate of incorporation and subject to the statutory provisions and upon compliance therewith any action required to be taken at a meeting of shareholders, other than the annual election of directors, may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and voting.

ARTICLE V DIRECTORS

Section 1. The number of directors which shall be 1. Directors need not be residents of the State of Connecticut nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders and until their successors shall have been elected and qualified.

Section 2. Unless otherwise provided in the certificate of incorporation, any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books and records of the corporation, except such as are required by law to be kept within the state, outside of the State of Connecticut, at such place or places as they may from time to time determine.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Connecticut.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the

annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on four (4) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Notice need not be given to any director who signs a waiver of notice, whether before or after the meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by statute or by the certificate of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater or lesser number is required by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Unless otherwise provided by the certificate of incorporation, any action required to be taken at a meeting of the board, or any committee thereof, shall be deemed the action of the board of directors or of a committee thereof, if all directors or committee members, as the case may be, execute either before or after the action is taken, a written consent thereto, and the consent is filed with the records of the corporation.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate one or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the share-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates signed by the chairman or vice-chairman of the board, or the president or a vice-president and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

LOST CERTIFICATES

TRANSFERS OF SHARES

CLOSING OF TRANSFER BOOKS

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive payment of any dividend or allotment of any right, or entitled to give a written consent to any action without a meeting, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. If the stock transfer book shall be closed for the purpose of determining shareholders entitled to give a written consent to any action without a meeting, such books may not be closed for more than sixty days before the date fixed for tabulation of consents or if no date has been fixed for tabulation, the books may not be closed for more than sixty days before the last day on which consents received may be counted. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken and, in case of determining shareholders entitled to give a written consent the record date may not be more than sixty days before the date fixed for tabulation of the consents or if no date has been fixed for the tabulation, more than sixty days before the last day on which consents may be counted. If the stock transfer books are not closed and no record date is fixed, the record date for a shareholders’ meeting shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the board relating thereto is adopted. When a determination of

shareholders of record for a shareholders’ meeting has been made as provided in this section, such determination shall apply to any adjournment thereof unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the transfer books for shares shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting, or adjournment thereof, arranged in alphabetical order within each class, series, or group of shareholders maintained by the corporation for convenience of reference, with the address of, and the number of shares held by each shareholder, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. Such list shall be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in its bonds, in its own shares or other property including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Connecticut”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board, subject to any provision in the certificate of incorporation reserving to the shareholders the power to adopt, amend, or repeal by-laws, but by-laws made by the board may be altered or repealed and new by-laws made by the shareholders. The shareholders may prescribe that any by-law made by them shall not be altered or repealed by the board.

EX-3.181 175 dex3181.htm ARTICLES OF INCORPORATIN OF NSC HOUSTON, INC. Articles of Incorporatin of NSC Houston, Inc.

Exhibit 3.181

ARTICLES OF INCORPORATION

NSC HOUSTON, INC.

ARTICLE ONE

The name of the corporation is NSC Houston, Inc.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are:

“To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.”

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is ten thousand (10,000) without par value.

The shareholders shall not have the preemptive right to acquire additional, unissued or treasury shares of the corporation, or securities of the corporation convertible into or carrying a right to subscribe to or acquire shares.

The shareholders do not have the right to cumulative voting.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or property actually received, which sum is not less than One Thousand Dollars ($1,000).

ARTICLE SIX

The street address of its initial registered office is c/o National Surgery Centers, Inc., 2340 E. Trinity Mills Road, Suite 300, Carrollton, Texas 75006, and the name of its initial registered agent at such address is Richard D. Pence.

ARTICLE SEVEN

The number of directors of the corporation may be fixed by the by-laws.

The number of directors constituting the initial board of directors is one (1), and the name and address of each person who is to serve as director until the first annual meting of the shareholders or until a successor is elected and qualified is:

ARTICLE EIGHT

The name and address of the incorporator is:

IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of April, 1996.


/s/ Cindy S. Mangiaforte

EX-3.182 176 dex3182.htm BYLAWS OF NSC HOUSTON, INC. Bylaws of NSC Houston, Inc.

Exhibit 3.182

NSC Houston, Inc,

BY-LAWS

ARTICLE I

CORPORATE OFFICES

Section 1. Texas Registered Office. The registered office of the corporation in the State of Texas may, but need not, be identical with the principal office in the State of Texas, and the address of the registered office may be changed from time to time by the board of directors.

Section 2. Other Offices. The principal office of the corporation in the State of Illinois shall initially be located in the City of Chicago and County of Cook. The corporation may also have offices at such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Times and Places of Meetings. Meetings of shareholders for any purpose may be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders, commencing with the year 1996, shall be held on the second Tuesday of September if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10 A.M., or at such other time as may be provided in a resolution by the board of directors, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently may be.

Section 3. Special Meetings. Special meetings of shareholders may be called by the president, by the board of directors, by the holders of not less than ten percent (10%) of all the outstanding shares entitled to vote on the matter for which the meeting is called, or by such other officers or persons as may be provided in the articles of incorporation or these by-laws.

Section 4. Notice of Meetings. Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, or in the case of a meeting to act on an amendment to the articles of incorporation, a plan of merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets,

not less than twenty nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the Business Corporation Act or the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

Section 6. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may, in advance of the record date, fix a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days immediately preceding such meeting or other action. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day before the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. The record date for a special meeting called at the demand of the shareholders shall be the date the first shareholder signs the demand notice. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided herein, such determination shall apply to any adjournment thereof.

Section 7. Voting Lists. The officer or agent having charge of the transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at a meeting of shareholders, arranged in alphabetical order and by voting group, with the address of and the number of shares held by each, which list, for a period beginning two business days after notice of the meeting for which the list was prepared is given, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder’s expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 8. Quorum. A majority of the outstanding shares entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders; provided, that if less than a majority of such outstanding shares are represented at the meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of such shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Business Corporation Act, the articles of incorporation or these by-laws.

Section 9. Proxies. A shareholder may appoint a proxy to vote or otherwise act for that shareholder by signing a proxy appointment form and delivering it to the person so appointed. Such proxy shall be filed with the secretary of the corporation before the time of the meeting. No proxy shall be valid after eleven months from the date thereof, unless otherwise provided in the proxy.

Section 10. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 11. Voting of Shares by Certain Holders. Shares may not be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for the directors of the second corporation. Shares of the corporation held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time.

Section 12. Inspectors. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting, unless an inspector or inspectors shall have been previously appointed for such meeting by resolution of the board of directors. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 13. Informal Action by Shareholders. Any action required to be taken at any annual or special meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the corporation for filing with the corporate records.

Section 14. Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any shareholder entitled to vote shall demand that voting be by ballot.

Section 15,. Organization of Meetings. At each meeting of shareholders, one of the following officers shall act as chairman and shall preside thereat, in the following order of precedence: the president; any vice president acting in place of the president as provided by these by-laws; any person designated by the affirmative vote of the holders of a majority of the shares represented at the meeting in person or by proxy and entitled to vote.

ARTICLE III

DIRECTORS

Section 1. Powers. The business and affairs of the corporation shall be managed by or under the direction of its board of directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be not less than one nor more than seven. The terms of all directors expire at the next annual meeting of shareholders following their election. Despite the expiration of a director’s term, that director continues to serve until the next meeting of shareholders at which directors are elected or until that director’s earlier resignation or removal. A director need not be a resident of the State of Texas or a shareholder of the corporation.

Section 3. Place of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Texas.

Section 4. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 6. Notice. Written notice of any special meeting shall be given at least five days before the meeting to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, provided such notice is mailed at least five days before the meeting. Any director may waive notice of any meeting by a written waiver, signed by the director entitled to the notice and filed with the corporate records. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

called for that purpose. A director elected by the shareholders to fill a vacancy shall hold office for the balance of the term for which that director was elected. A director appointed to fill a vacancy shall serve until the next meeting of shareholders at which directors are to be elected.

Section 9. Informal Action by Directors. Any action required to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors or by all the members of such committee, as the case may be. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors. All the approvals evidencing the consent shall be delivered to the secretary to be filed in the corporate records. The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date. Any such consent signed by all the directors or all the members of a committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State of Texas under the Business Corporation Act.

Section 11. Compensation of Directors. The board of directors shall have the authority to fix the compensation of directors by the affirmative vote of a majority of the directors then in office and irrespective of any personal interest of any of its members. In addition, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be compensated additionally for so serving.

vacancies on the board of directors or on any of its committees; (d) amend the articles of incorporation; (e) adopt, amend or repeal the by-laws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the board of directors; (h) authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences, and limitations of a series of shares, except that the board of directors may direct a committee to fix the specific terms of the issuance or sale or contract for sale of the number of shares to be allocated to particular employees under an employee benefit plan; or (i) amend, alter, repeal, or take action inconsistent with, any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

ARTICLE IV

OFFICERS

Section 2. Annual Election. At the first meeting after each annual meeting of shareholders, the board of directors shall elect a president, one or more vice presidents, a secretary and a treasurer. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.

(b) be authorized to execute all documents in the name and on behalf of the corporation; and (c) perform all duties incident to the office of president and such other duties as the board of directors may from time to time prescribe.

Section 9. Secretary. The secretary shall (a) attend meetings of the board of directors and meetings of the shareholders and record minutes of the proceedings of the meetings of the shareholders and of the board of directors, and when required, shall perform like duties for the committees of the board; (b) assure that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) maintain custody of the corporate records of the corporation; (d) keep or cause to be kept a register of the post office address of each shareholder as furnished to the secretary by such shareholders; (e) sign with the president or a vice president certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors; (f) have charge of the stock transfer books of the corporation and authority over a stock transfer agent, if any; (g) certify copies of the by-laws, resolutions of the shareholders and board of directors and committees thereof and other documents of the corporation as true and correct copies thereof; and (h) perform all duties incident to the office of secretary and such other duties as the board of directors or the president may from time to time prescribe.

Section 11. Treasurer. The treasurer shall (a) have custody of the funds and securities of the corporation; (b) deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors; (c) maintain adequate accounts of the corporation; (d) disburse the funds of the corporation as may be ordered by the board of directors; (e) submit financial statements to the president and the board of directors; and (f) perform all duties incident to the office of treasurer and such other duties as the board of directors or the president may from time to time prescribe.

Section 2. Assistant Treasurers. The assistant treasurer, or if there is more than one, the assistant treasurers respectively, as authorized by the board of directors, shall, in the absence of the treasurer or in the event of the inability or refusal of the treasurer to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors, the president or the treasurer may from time to time prescribe.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

ARTICLE VI

Section 2. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as may be determined by the board of directors. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary. If a certificate is countersigned by a transfer agent or registrar, other than the corporation itself or its employee, any other signatures or countersignature on the certificate may be facsimiles. If any officer of the corporation, or any officer or employee of the transfer agent or registrar, who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer of the corporation, or an officer or employee of the transfer agent or registrar, before such certificate is issued, the certificate may be issued by the corporation with the same effect as if the officer of the corporation, or the officer or employee of the transfer agent or registrar, had not ceased to be such at the date of its issue. Certificates for shares shall be individually numbered or otherwise individually identified. Each certificate for shares shall state the name of the registered owner of the shares in the stock ledger, the number and the class and series, if any, of such shares, and the date of issuance of the certificate.

Section 3. Uncertificated Shares. The board of directors may provide by resolution that some or all of any or all classes and series of the shares of the corporation shall be uncertificated shares, and may provide an election by individual shareholders to receive certificates or uncertificated shares and the conditions of such election, provided that such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Within a reasonable time after the registration of issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Business Corporation Act or these bylaws. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

ARTICLE VII

OTHER. PROVISIONS

Section 1. Distributions. The board of directors may authorize, and the corporation may make, distributions to its shareholders, subject to any restriction in the articles of incorporation and subject to any limitations provided by law.

Section 2. Fiscal Year. The fiscal year of the corporation shall be fixed, and shall be subject to change, by the board of directors.

Section 4. Indemnification of Directors and Officers. Each person who is or was a director or officer of the corporation, and each person who serves or served at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the heirs, executors, administrators and estates of any such persons), shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the Business Corporation Act as it may be in effect from time to time. The corporation shall report any indemnification or advance payment pursuant to this section in writing to the shareholders with or before the notice of the next shareholders meeting.

ARTICLE VIII

EMERGENCY BY-LAWS

Section 1. Emergency Board of Directors. In the event a quorum of the board of directors can not readily be convened for action due to (a) an attack or imminent attack on the United States or any of its possessions, (b) any nuclear or atomic disaster, or (c) any other catastrophe or emergency condition, the vacant director positions shall be filled by the following persons (to the extent they are not already directors and are willing and able to serve) in the following order: the president, the vice presidents in order of seniority, the treasurer, the secretary, any other officers in order of seniority and any other persons in such order as named by the board of directors on any list as it may compile from time to time for purposes of appointing such successor directors. Such new board of directors shall be referred to as the emergency board of directors of the corporation. The initial Chairman of the Board of the emergency board of directors (“Chairman”) shall be the regularly-elected director, if any, who has served on the board of directors for the longest period of time and, if all directors on the emergency board of directors are successor directors appointed pursuant to this Section, the Chairman shall be determined according to the same order of priority as such successor directors are appointed pursuant to this Section. The directors appointed pursuant to this Section shall serve until the next annual or special meeting of shareholders at which directors are to be elected.

Section 4. Liability. No officer, director or employee of the corporation acting in accordance with this Article VIII shall be liable to the corporation, except for willful misconduct.

Section 5. By-laws. To the extent not inconsistent with this Article VIII, the by-laws of the corporation shall remain in effect during any emergency described in Section 1 of this Article VIII.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, and new by-laws may be adopted, at any meeting of, or by informal action of, the shareholders or the board of directors.

EX-3.183 177 dex3183.htm CERTIFICATE OF INCORPORATION OF NSC SEATTLE, INC. Certificate of Incorporation of NSC Seattle, Inc.

Exhibit 3.183

State of Washington

Corporations Division

Office of the Secretary of State

ARTICLES OF INCORPORATION

Pursuant to RCW 23B.02.020 of the Washington Business Corporation Act, the undersigned do(es) hereby submit these Articles of Incorporation for the purpose of forming a business corporation.

1.	The name of the corporation is: NSC Seattle, Inc.

(Note: The corporate name, shown above, must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.”.)

2.	The number of shares the corporation is authorized to issue: 10,000

These shares shall be: (check either a or b)

a. X all of one class, designated as common stock;

-OR-

b. divided into classes or series within a class as provided in the attached schedule, with the information required by RCW 23B.06.010.

3.	The name of the initial registered agent is: C T CORPORATION SYSTEM

(Note: The registered agent, appointed above, must reside in the State of Washington and

sign the consent to appointment as registered agent at bottom of page.)

4.	The initial registered office of the corporation which address is identical to the business office of the registered agent in Washington, is:


Number and Street		c/o C T CORPORATION SYSTEM, 520 Pike Street

City, Zip Code		Seattle, WA 98101

4(a) (Optional) The post office box address, located in the same city as the Washington registered office address, which may be used for mailing purposes only, is:


PO BOX #	CITY	WA ZIP CODE
	(Note: Include city and zip code above.)

CONSENT TO APPOINTMENT AS REGISTERED AGENT

(Note: Must be completed and signed by person shown as registered agent on line 3.)

I, C T CORPORATION SYSTEM, hereby consent to serve as Registered Agent in the State of Washington for the above named corporation. I understand that as agent for the corporation, it will be my responsibility to accept Service of Process on behalf of the corporation; to forward license renewals and other mail to the corporation; and to immediately notify the Office of the Secretary of State in the event of my resignation or of any changes in the Registered Office address.

C T CORPORATION SYSTEM

Page 1 of 3


By:	/s/ [unreadable]	/s/ [Reuben S. Barba, Asst. SECY]	4-9-92
(SIGNATURE OF REGISTERED AGENT)		(PRINT NAME AND TITLE)	(DATE)

5.	Any other provisions the corporation elects to include are attached. See Exhibit A.

6.	The name and address of each incorporator is:

(Note: A minimum of one (1) incorporator is required.)


Name	Address City	State	Zip Code
G. Nicholas Bullat,	70 West Madison Street, Suite 3200, Chicago,	Illinois	60602

7.	These Articles will be effective upon filing, unless an extended date and/or time appears here:

, 19 .

(Note: Extended effective date may not be set at more than 90 days beyond the date the document is stamped “Filed”

by the Secretary of State.)

Dated: April 9, 1992

Additional Information:

If this corporation has been issued an UBI (Unified Business Identifier) number, under the corporate name shown in this document, by any Washington State agency, please list that number. .

Page 2 of 3

Exhibit A

5. Purpose. The purpose of the corporation is to engage in the transaction of any or all lawful businesses for which corporations may be incorporated under the Washington, Business Corporation Act, except that the corporation will not engage in the practice of medicine.

Page 3 of 3

EX-3.184 178 dex3184.htm BYLAWS OF NSC SEATTLE, INC. Bylaws of NSC Seattle, Inc.

Exhibit 3.184

NSC SEATTLE, INC.

BY-LAWS

ARTICLE I

CORPORATE OFFICES

Section 1. Washington Registered Office. The registered office of the corporation in the State of Washington may, but need not, be identical with the principal office in the State of Washington, and the address of the registered office may be changed from time to time by the board of directors.

Section 2. Other Offices. The principal office of the corporation in the State of Illinois shall initially be located in the City of Chicago and County of Cook. The corporation may also have offices at such other places both within and without the State of Washington as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Times and places of Meetings. Meetings of shareholders for any purpose maybe held at such time and place, within or without the State of Washington, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings. Annual meetings of shareholders, commencing with the year 1992, shall be held on the second Tuesday of September if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10 A.M., or at such other time as may be provided in a resolution by the board of directors, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently may be.

Section 3. Special Meetings. Special meetings of shareholders may be called by the president, by the board of directors, by the holders of not less than one-tenth of all the outstanding shares entitled to vote on the matter for which the meeting is called, or by such other officers or persons as may be provided in the articles of incorporation or these by-laws.

by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the corporation, with postage thereon prepaid.

Section 6. Record Date. For the purposes of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may, in advance of the record date, fix a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days immediately preceding such meeting or other action. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day before the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided herein, such determination shall apply to any adjournment thereof.

Section 7. Voting Lists. The officer or agent having charge of the transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order and by voting group, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder’s expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 8. Quorum. A majority of the outstanding shares entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders; provided that, if less than a majority of such outstanding shares are represented at the meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of such shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Business Corporation Act, the articles of incorporation or these by-laws.

Section 9. Proxies. A shareholder may appoint a proxy to vote or otherwise act for that shareholder by signing a proxy appointment form and delivering it to the person so

appointed. Such proxy shall be filed with the secretary of the corporation before the time of the meeting. No proxy shall be valid after eleven months from the date thereof, unless otherwise provided in the proxy.

Section 10. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 11. Voting of Shares by Certain Holders. Shares registered in the name of another corporation, domestic or foreign, may not be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly, or indirectly, a majority of the shares entitled to vote for the directors of the second corporation. Shares of the corporation held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time.

Section 15. Organization of Meetings. At each meeting of shareholders, one of the following officers shall act as chairman and shall preside thereat, in the following order of precedence: the president; any vice president acting in place of the president as provided by these by-laws; any person designated by the affirmative vote of the holders of a majority of the shares represented at the meeting in person or by proxy and entitled to vote.

ARTICLE III

DIRECTORS

Section 1. Powers. The business and affairs of the corporation shall be managed by or under the direction of its board of directors.

Section 3. Place of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Washington.

Section 4. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 6. Notice. Written notice of any special meeting shall be given at least two days before the meeting to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, provided such notice is mailed at least three days before the meeting. Any director may waive notice of any meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

shareholders; (c) fill vacancies on the board of directors or on any of its committees; (d) elect or remove officers or fix the compensation of any member of the committee; (e) adopt, amend or repeal the by-laws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the board of directors; (h) authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences, and limitations of a series of shares, except that the board of directors may direct a committee to fix the specific terms of the issuance or sale or contract for sale of the number of shares to be allocated to particular employees under an employee benefit plan; or (i) amend, alter, repeal, or take action inconsistent with, any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

ARTICLE IV

OFFICERS

Section 1. Offices. The officers of the corporation shall consist of a president, one or more vice presidents (the number, seniority and any other designations thereof to be deter-mined by the board of directors), a secretary and a treasurer, and such other officers as may be elected by the board of directors. Any two or more offices may be held by the same person.

Section 7. President. The president shall (a) be the chief executive officer of the corporation, and shall have super-vision over and be in charge of the business of the corporation and its other officers and its employees and agents, subject to the control of the board of directors; (b) be authorized to execute all documents in the name and on behalf of the corporation; and (c) perform all duties incident to the office of president and such other duties as the board of directors may from time to time prescribe.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

ARTICLE VI

Section 2. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as may be determined by the board of directors. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary. If a certificate is countersigned by a transfer agent or registrar, other than the corporation itself or its employee any other signatures or countersignature on the certificate may be facsimiles. If any officer of the corporation, or any officer or employee of the transfer agent or registrar, who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer of the corporation, or an officer or employee of the transfer agent or registrar, before such certificate is issued, the certificate may be issued by the corporation with the same effect as if the officer of the corporation, or the officer or employee of the transfer agent or registrar, had not ceased to be such at the date of its issue. Certificates for shares shall

be individually numbered or otherwise individually identified. Each certificate for shares shall state the name of the registered owner of the shares in the stock ledger, the number and the class and series, if any, of such shares, and the date of issuance of the certificate.

Section 3. Uncertificated Shares. The board of directors may provide by resolution that some or all of any or all classes and series of the shares of the corporation shall be uncertificated shares, and may provide an election by individual shareholders to receive certificates or uncertificated shares and the conditions of such election, provided that such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Within a reasonable time after the registration of issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Business Corporation Act or these by-laws. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Section 4. Registration of Transfers of Shares. Transfers of shares shall be registered in the records of the corporation upon request by the registered owner thereof in per-son or by a duly authorized attorney, upon presentation to the corporation or to its transfer agent (if any) of a duly executed assignment and other evidence of authority to transfer, or proper evidence of succession, and, if the shares are represented by a certificate, a duly endorsed certificate or certificates for shares surrendered for cancellation and with such proof of the authenticity of the signatures as the corporation or its transfer agent may reasonably require. The person in whose name shares are registered in the stock ledger of the corporation hall be deemed the owner thereof for all purposes as regards the corporation.

ARTICLE VII

OTHER PROVISIONS

Section 2. Fiscal Year. The fiscal year of the corporation shall be fixed, and shall be subject to change, by the board of directors.

Section 4. Indemnification of Directors and Officers. Each person who is or was a director or officer of the corporation, and each person who serves or served at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the heirs, executors, administrators and estates of any such persons), shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the Business Corporation Act as it may be in effect from time to time. The corporation shall report any indemnification or advance payment pursuant to this section in writing to the shareholders with or before the notice of the next shareholders meeting.

ARTICLE VIII

EMERGENCY BY-LAWS

Section 1. Emergency Board of Directors. In the event a quorum of the board of directors can not readily be convened for action due to (a) attack or imminent attack on the United States or any of its possessions, (b) any nuclear or atomic disaster, or (c) any other catastrophe or emergency condition, the vacant director positions shall be filled by the following persons (to the extent they are not already directors and are willing and able to serve) in the following order: the president, the vice presidents in order of seniority, the treasurer, the secretary, any other officers in order of seniority and any other persons in such order as named by the board of directors on any list as it may compile from time to time for purposes of appointing such successor directors. Such new board of directors shall be referred to as the emergency board of directors of the corporation. The initial Chairman of the Board of the emergency board of directors (“Chairman”) shall be the regularly-elected director, if any, who has served on the board of directors for the longest period of time and, if all directors on the emergency board of directors are successor directors appointed pursuant to this Section, the Chairman shall be determined according to the same order of priority as such successor directors are appointed pursuant to this Section. The directors appointed pursuant to this Section shall serve until the next annual or special meeting of shareholders at which directors are to be elected.

Section 4. Liability. No officer, director or employee of the corporation acting in accordance with this Article VIII shall be liable to the corporation, except for willful misconduct.

Section 5. By-laws. To the extent not inconsistent with this Article VIII, the by-laws of the corporation shall remain in effect during any emergency described in Section 1 of this Article VIII.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, and new by-laws may be adopted, at any meeting of, or by informal action of the board of directors.

EX-3.186 179 dex3186.htm BYLAWS OF PACIFIC REHABILITATION & SPORTS MEDICINE, INC. Bylaws of Pacific Rehabilitation & Sports Medicine, Inc.

Exhibit 3.186

BY-LAWS

ARTICLE I

Meetings of Stockholders

ARTICLE II

Board of Directors

ARTICLE III

Committees

ARTICLE IV

Officers

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other ,entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

EX-3.188 180 dex3188.htm BYLAWS OF REBOUND, INC. Bylaws of Rebound, Inc.

Exhibit 3.188

Bylaws of

Rebound, Inc.

a Delaware Corporation

BY-LAWS

ARTICLE I

Meetings of Stockholders

majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

number of holders to take the action were delivered to the corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 1.10 to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE II

Board of Directors

ARTICLE III

Committees

ARTICLE IV

Officers

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other ,entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

EX-3.190 181 dex3190.htm RESTATED BYLAWS OF REHAB CONCEPTS CORP. Restated Bylaws of Rehab Concepts Corp.

Exhibit 3.190

RESTATED

BY-LAWS

REHAB CONCEPTS CORP.

March 29, 2007

ARTICLE I

Meetings of Stockholders

-2-

-3-

-4-

-5-

ARTICLE II

Board of Directors

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of

-6-

-7-

ARTICLE III

Committees

-8-

ARTICLE IV

Officers

Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

-9-

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

-11-

-12-

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

-13-

EX-3.191 182 dex3191.htm RESTATED CERTIFICATE OF INCORPORATION OF REHAB. HOSPITAL CORP.OF AMERICIA, INC. Restated Certificate of Incorporation of Rehab. Hospital Corp.of Americia, Inc.

Exhibit 3.191

RESTATED CERTIFICATE OF INCORPORATION

REHABILITATION HOSPITAL CORPORATION OF AMERICA

The undersigned, the Chairman of the Board of REHABILITATION HOSPITAL CORPORATION Off’ AMERICA, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: The present name of the corporation is REHABILITATION HOSPITAL CORPORATION OF AMERICA (the “Corporation”); the name under which the Corporation was originally incorporated was NEW RHCA, LTD.; and the data of filing of the original certificate of incorporation of the Corporation with the secretary of State of the State of Delaware was December 9, 1991.

SECOND: This Restated Certificate of Incorporation of the Corporation only restates and integrates and does not further amend the provisions of the Corporation’s certificate of incorporation as heretofore amended or supplemented, and there is no discrepancy between the provisions of such certificate of incorporation and the provisions of this Restated Certificate of Incorporation.

THIRD: The Board of Directors of the Corporation has duly adopted this Restated Certificate of Incorporation in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware in the form set forth as follows:

RESTATED CERTIFICATE OF INCORPORATION

REHABILITATION HOSPITAL CORPORATION OF AMERICA

FIRST. The name of the corporation is REHABILITATION HOSPITAL CORPORATION OF AMERICA (the “Corporation”).

SECOND: The address of the Corporation’s registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, Dover, Delaware 19901, Kent County, and the name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 7,250 shares of Preferred Stock, $.01 par value per share (the “Preferred Stock”), and 5,000,000 shares of Common Stock, $.01 par value per share (the “Common Stock”).

4.1 Preferred Stock. The voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions of the Preferred Stock shall be as follows:

4.1.1 Dividends. The dividend rate for the Preferred Stock shall be $10.00 per share per annum, and shall be payable quarterly on March 31, June 30, September 30 and December 31 in each year commencing December 31, 1991. Dividends shall accrue and be cumulative on shares of the Preferred Stock from the date of issuance thereof; provided, however, that dividends on any shares of Preferred Stock issued by the Corporation pursuant to a merger of the Corporation with Rehabilitation Hospital Corporation of America, a Delaware corporation (“Hospital”), in exchange for shares of Preferred Stock of Hospital shall be deemed to have been issued on July 10, 1991 for purposes of determining the date dividends commenced to accrue thereon. All dividends accrued and unpaid from the date of issuance of the Preferred Stock until December 31, 1991 shall be payable on December 31, 1991 Dividends upon the Preferred Stock shall be cumulative, so that if dividends upon the outstanding Preferred Stock from the date on which such dividends commence to accrue to the end of the then current quarterly dividend period for such stock shall not have been paid or declared and a sum sufficient for the payment thereof set apart, the amount of the deficiency shall be paid, but without interest, or dividends in such amount shall be declared and set apart for payment, before any dividends (other than dividends payable in shares of Common Stock) shall be ordered or made in respect of the Common Stock or any Common Stock shall be purchased by the Corporation.

4.1.2 Liquidation, Dissolution or Winding Up. The amount payable on the Preferred Stock in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be $100 per share together with all dividends accrued and accumulated but unpaid thereon, but computed without interest, through the date of such liquidation, dissolution or winding up. The merger or consolidation of the Corporation into or with another corporation, the merger or consolidation of any other corporation into or with the Corporation, or the sale, transfer, mortgage, pledge or lease of all or substantially all the assets of the Corporation shall not be deemed to be a liquidation, dissolution or winding up of the Corporation.

4.1.3 Redemption. (a) The Corporation may redeem the whole or any part of the Preferred Stock at any time or from time to time. The price at which such stock may be redeemed shall be $100 per share together with ell dividends accrued and accumulated but unpaid thereon, but computed without interest, through the redemption date. If less than all of the outstanding shares of the Preferred Stock shall be redeemed, the particular shares to be redeemed shall be allocated among the respective holders of Preferred Stock pro rata.

(b) Notice of the date of each redemption referred to in paragraph (a) of this subsection 4.1.3 and the place where the amount to be paid upon redemption is payable shall be mailed, postage prepaid, at least 30 days, but not more than 60 days, prior to said redemption date to the holders of record of the Preferred Stock to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. If such notice of redemption shall have been so mailed, and if on or before the redemption date specified in such notice all funds necessary for such redemption shall have been set aside by the Corporation separate and apart from its other funds, in trust for the account of the holders of the shares to be redeemed (and so as to be and continue to be available therefor), then, on and after said redemption date, notwithstanding that any certificate for shares of the Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby so called for redemption shall be deemed to be no longer outstanding, the right to receive dividends thereon shall cease to accrue, and all rights with respect to such shares of the Preferred Stock so called for redemption shall forthwith cease and terminate, except only the right of the holders thereof to receive out of the funds so set aside in trust, the amount payable on redemption thereof, but without interest. However, if such notice of redemption shall have been so mailed, and if prior to the date of redemption specified in such notice said funds shall be deposited in trust for the account of the holders of the shares to be redeemed (and so as to be and continue to be available therefor), with a bank or trust company named in such notice doing business in the Borough of Manhattan in the City of New York and having capital, surplus and undivided profits of at least $50,000,000, thereupon and without awaiting the redemption date, all shares of Preferred Stock with respect to which such notice shall have been mailed and such deposit shall have been so made shall be deemed to be no longer outstanding, and all rights with respect to such shares of Preferred Stock shall forthwith, upon such deposit in trust, cease and terminate, except only the right of the holders thereof on or after the redemption date to receive from such deposit the amount payable on redemption thereof, but without interest. In case the holders of shares of Preferred stock which shall have been redeemed shall not within three years after the redemption date claim any amount so deposited in trust for the redemption of such shares, such bank or trust company shall, upon demand, pay over to the Corporation any such unclaimed amount so deposited with it, and shall thereupon be relieved of all responsibility in respect thereof, and thereafter the holders of such shares shall look only to the Corporation for payment of the redemption price thereof, but without interest.

(c) Any then outstanding shares of Preferred Stock shall be redeemed by the Corporation on March 31, 1996. Such redemption shall be at a redemption price and shall be effected in the manner and with the effect as provided in paragraphs (a) and (b) hereof for the redemption of shares of Preferred Stock at the option of the Corporation.

(d) Any then outstanding sharps of Preferred Stock shall be redeemed by the Corporation upon the closing of the initial sale to the public by the Corporation of shares of its capital stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended.

4.1.4 Restrictions and Limitations. The consent of the holders of, at least a majority of the outstanding shares of the Preferred Stock, given in person or by proxy, either in writing or at a special meeting called for the purpose, shall be necessary to effect or validate any one or more of the following:

(a) The authorization of, or any increase in the authorized amount of, any additional class of stock of the Corporation ranking prior to or on a parity with the Preferred Stock; or

(b) The amendment, change or alteration of the Certificate of Incorporation of the Corporation so to affect adversely the rights or preferences of the Preferred Stock or the holders thereof.

4.2 Common Stock. The voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions of the Common Stock shall be as follows:

4.2.1 Dividends. Subject to the rights of the Preferred Stock, dividends may be paid on the Common Stock as and when declared by the Board of Directors of the Corporation out of any funds of the Corporation legally available for the payment thereof.

4.2.2 Liquidation, Dissolution or Winding Up. After payment shall have been made in full to the holders of the Preferred Stock in the event of the liquidation, dissolution or winding-up of the Corporation, the remaining funds and assets of the Corporation shall be distributed to the holders of the Common Stock pro rata.

4.2.3 Voting Rights. The holders of the Common Stock shall possess full voting power for the election of directors of the Corporation. Each holder of the Common Stock shall be entitled to one vote per share of Common Stock held of record.

FIFTH: Subject to the provisions of the General Corporation Law of the State of Delaware, the number of directors of the Corporation shall be determined as provided by the By-Laws.

SIXTH: The Corporation shall indemnify and hold harmless any director, officer, employee or agent of the Corporation from and against any and all expenses and liabilities that may be imposed upon or incurred by him in connection with, or as a result of, any proceeding in which he may become involved, as a party or otherwise, by reason of the fact that he is or was such a director, officer, employee or agent of the Corporation, whether or not he continues to be such at the time such expenses and liabilities shall have been imposed or incurred, to the extent permitted by the laws of the State of Delaware, as they may be amended from time to time.

SEVENTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.

EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application

of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholder’s or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH: Except as otherwise required by the lawn of the State of Delaware, the stockholders and directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or Directors. Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions

not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the unlawful payment of dividends or unlawful stock purchases under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. If after the date hereof, the General Corporation Law of the State of Delaware is amended to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

TWELFTH: The Corporation expressly elects not to be governed by the provisions of Section 203 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed this 24th day of January, 1992.


REHABILITATION HOSPITAL CORPORATION OF AMERICA.

By:		/s/ John H. Foster
		John H. Foster
		Chairman of the Board

[Corporate Seal]

Attest:

/s/ Maria-Ines Fernandez

Maria-Ines Fernandez

Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

THE MEDICON GROUP, INC.

(a Pennsylvania corporation)

into

REHABILITATION HOSPITAL CORPORATION OF AMERICA

(a Delaware corporation)

It is hereby certified that:

1. Rehabilitation Hospital Corporation of America (the “Corporation”) is a business corporation organized under the laws of the State of Delaware.

2. The Corporation is the owner of all of the issued and outstanding shares of common stock, $.10 par value, of The Medicon Group, Inc., a business corporation organized under the laws of the Commonwealth of Pennsylvania (“TMG”).

3. The laws of the Commonwealth of Pennsylvania permit the merger of a business corporation of that jurisdiction with a business corporation of another jurisdiction.

4. The Corporation hereby merges TMG into the Corporation effective at 5:00 p.m. on December 31, 1992.

5. The following is a copy of the resolutions adopted on December 9, 1992 by the Board of Directors of the Corporation to merge TMG into the Corporation:

RESOLVED, that TMG be merged into this Corporation, and that all of the estate, property, rights, privileges, powers, and franchises of TMG be vested in and held and enjoyed by this Corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by TMG in its name; and it is

FURTHER RESOLVED, that this Corporation assume all of the obligations of TMG; and it is

FURTHER RESOLVED, that this Corporation shall cause to be executed and filed and/or recorded the documents prescribed by the laws of the State of Delaware, by the laws of the Commonwealth of Pennsylvania, and by the laws of any other appropriate jurisdiction and will cause to be performed all necessary acts within the jurisdiction of organization of TMG and of this Corporation and in any other appropriate jurisdiction; and it is

FURTHER RESOLVED, that the effective time of the Certificate of Ownership and Merger setting forth a copy of these resolutions shall be 5:00 p.m. on December 31, 1992, and that, insofar as the General Corporation Law of the State of Delaware shall govern the same, said time shall be the effective merger time.


Dated: December 21, 1992

	REHABILITATION HOSPITAL CORPORATION OF AMERICA, INC.

	By:	/s/ J. Calvin Kaylor
		J. Calvin Kaylor
	Title:	President


Attest:

		/s/ Robert A. Ouimette
		Robert A. Ouimette
Title:		Assistant Secretary

CERTIFICATE OF AMENDMENT

THE CERTIFICATE OF INCORPORATION

REHABILITATION HOSPITAL CORPORATION OF AMERICA

Rehabilitation Hospital Corporation of America, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Rehabilitation Hospital Corporation of America be amended by changing the Article FOURTH thereof so that, as amended, said Article shall be and read as follows:

“FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, $.01 par value.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

REHABILITATION HOSPITAL CORPORATION OF AMERICA, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is THE PRENTICE—HALL CORPORATION SYSTEM, INC. and the present registered office of the corporation is in the county of KENT

The Board of Directors of REHABILITATION HOSPITAL CORPORATION OF AMERICA adopted the following resolution on the 10th day of October, 1994

Resolved, that the registered office of REHABILITATION HOSPITAL CORPORATION OF AMERICA

in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, REHABILITATION HOSPITAL CORPORATION OF AMERICA has caused this statement to be signed by John M. Coogan, Jr., its

Secretary *, this 17th day of October 1994.

/s/ John M. Coogan, Jr.

John M. Coogan, Jr.

Secretary

*	Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

CERTIFICATE OF MERGER OF

NOVACARE TRI-STATE REGIONAL REHABILITATION HOSPITAL, INC.

(an Indiana corporation)

AND

NOVACARE REHABILITATION HOSPITAL OF NORTH TEXAS, INC.

(a Delaware corporation)

INTO

REHABILITATION HOSPITAL CORPORATION OF AMERICA

(A Delaware Corporation)

Pursuant to the provisions of Section 252 of the General Corporation Law of the State of Delaware, the undersigned domestic and foreign corporations adopt the following Certificate of Merger for the purpose of merging NovaCare Tri-State Rehabilitation Hospital, Inc. and NovaCare Rehabilitation Hospital of North Texas, Inc. (the “Merged Corporations”) into Rehabilitation Hospital Corporation of America:

FIRST: The name and state of incorporation of each of the constituent corporations of the merger are as follows:


Corporation		State
NovaCare Tri-State Rehabilitation Hospital, Inc.		Indiana
NovaCare Rehabilitation Hospital of North Texas, Inc.		Delaware
Rehabilitation Hospital Corporation of America		Delaware

SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 252 of the General Corporation Law of Delaware.

THIRD: The name of the surviving corporation of the merger is Rehabilitation Hospital Corporation of America (the “Surviving Corporation”), and it is to be governed by the laws of the state of Delaware. The principal office location of the Surviving Corporation is Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243.

FOURTH: The Plans of Merger, set forth in Exhibit A attached hereto and incorporated herein by reference as of the date hereof, were submitted to and approved by the respective Boards of Directors and Stockholders of the Surviving Corporation and the Merged Corporations, in the manner prescribed by their charters, the General Corporation Law of the state of Delaware and the Indiana Business Corporation Law.

FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is Two Perimeter Park South, Suite 224W, Birmingham, Alabama 35243.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of each foreign. corporation which is a party to the merger is as follows:

NovaCare Tri-State Regional Rehabilitation Hospital, Inc. has a total of 1,000 shares of Common Stock, no par value, authorized. NovaCare Rehabilitation Hospital of North Texas, Inc. has a total of 1,000 shares of Common Stock, par value $1.00 per share, authorized, with a total aggregate par value of $1,000.00. The Surviving Corporation has a total of 1,000 shares of Common Stock, authorized, par value of $.01 per share, with a total aggregate par value of $10.00. No shares of capital stock of the Surviving Corporation are to be issued in connection with the merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Certificate of Merger to be executed by their respective duly authorized corporate officers, who have been so authorized by resolutions of their respective Boards of Directors, as of the 23rd day of December, 1996, heretofore executed under penalty of perjury.


NOVACARE TRI-STATE REHABILITATION HOSPITAL, INC.
(an Indiana corporation)

By:		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

NOVACARE REHABILITATION HOSPITAL OF NORTH TEXAS
(a Delaware corporation)

By:		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Its Secretary

REHABILITATION HOSPITAL CORPORATION OF AMERICA
(a Delaware corporation)

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger were advised, authorized and approved by the respective Boards of Directors and stockholders of the constituent corporations, in the manner prescribed by their Articles/Certificates of Incorporation or charters, the General Corporation Law of the State of Delaware and the Indiana Business Corporation Law:

1. Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Company”) shall merge into itself NovaCare Tri-State Regional Rehabilitation Hospital, Inc, an Indiana corporation (the “Merged Corporation”) and assume all of the Merged Corporation’s liabilities and obligations, with the Company being the surviving corporation.

2. Upon the effectiveness of such merger, (a) the separate corporate existence of the Merged Corporation shall cease, (b) all outstanding shares of capital stock of the Merged Corporation shall be canceled and no shares of capital stock of the Company shall be issued as a result of the merger, (c) all corporate acts, liabilities and obligations of the Merged Corporation shall become the acts, liabilities and obligations of the Company, and (d) the merger shall have all effects specified in applicable provisions of the General Corporation Law of the State of Delaware and the Indiana Business Corporation law.

3. No amendments to the Certificate of Incorporation of the Company shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Company, any Executive Vice President, Senior Vice President or Group Vice President of the Company, and the Secretary or any Assistant Secretary of the. Company, are hereby authorized and directed to make, execute and acknowledge a Certificate/Articles of Merger and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger co be executed by their respective duly authorized corporate officers. as of this 28th day of December. 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


NOVACARE TRI-STATE REGIONAL REHABILITATION HOSPITAL, INC.

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger were advised, authorized and approved by the respective Boards of Directors and stockholders of the constituent corporations, in the manner prescribed by their Articles/Certificates of Incorporation or charters and the General Corporation Law of the State of Delaware.

1. Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Company”) shall merge into itself NovaCare Rehabilitation Hospital of North Texas, Inc., a Delaware corporation (the “Merged Corporation”) and assume all of the Merged Corporation’s liabilities and obligations, with the Company being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Company shall occur as a result of such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duty authorized corporate officers, as of this 23rd day of December, 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


NOVACARE REHABILITATION HOSPITAL OF NORTH TEXAS, INC.

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary


ATTEST:

By:		/s/ William W. Horton
		William W. Horton
		Assistant Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

MEDICAL REHABILITATION CORPORATION OF MARYLAND

AMERICAN HEALTH ENTERPRISES, LTD.

WEST VIRGINIA REHABILITATION SERVICES, INC.

REHABILITATION CORPORATION OF VIRGINIA

REHABWORLD OF WEST VIRGINIA, INC.

EAST CAPITAL REHABILITATION HOSPITAL, INC.

CRH, INC.

INTO

REHABILITATION HOSPITAL CORPORATION OF AMERICA

* * * * *

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Company”), hereby certifies as follows:

FIRST: That the Company was incorporated pursuant to the General Corporation Law of the State of Delaware.

SECOND: That the Company owns all of the outstanding shares of each class of the capital stock of the following corporations (all of such entities being collectively called the “Subsidiaries”):

(a) Medical Rehabilitation Corporation of Maryland, a Maryland corporation;

(b) American Health Enterprises, Ltd., a Pennsylvania corporation;

(d) Rehabilitation Corporation of Virginia, a Virginia corporation;

(e) RehabWorld of West Virginia, Inc. a West Virginia corporation;

(f) East Capital Rehabilitation Hospital, Inc., a Maryland corporation; and

(g) CRH, Inc. a Maryland corporation.

THIRD: The Plans of Merger, duly adopted by the Board of Directors of the Company is hereto attached as Exhibit A and incorporated herein by reference as of the date hereof.

FIFTH: The merger of the Subsidiaries into the Company shall become effective at the close of business on the thirty-first day of December, 1996.

IN WITNESS WHEREOF, said Rehabilitation Hospital Corporation of America as caused this Certificate to be signed by William W. Horton, its Vice President, this 23rd day of December, 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:		/s/ William W. Horton
		William W. Horton
		Its Vice President

This Document Prepared By:

Ross N. Cohen

Haskell Slaughter & Young, L.L.C.

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

EXHIBIT A

PLAN OF MERGER

The terms and conditions of the following Plan of Merger were advised, authorized and approved by the Board of Directors of Rehabilitation Hospital Corporation of America, in the manner prescribed by the Articles/Certificates of Incorporation or charters of the constituent corporations, the General Corporation Law of the State of Delaware and the Maryland General Corporation Law:

1. Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary Medical Rehabilitation Corporation of Maryland, a Maryland corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of the 23rd day of December, 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


MEDICAL REHABILITATION CORPORATION OF MARYLAND

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

EXHIBIT A

PLAN OF MERGER

1. Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary American Health Enterprises, Ltd., a Pennsylvania corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

4. The Chairman of the Board, President and Chief Executive Officer of the Parent, any Executive Vice President, Senior Vice President or Group Vice President of the Parent, and the Secretary or any Assistant Secretary of the Parent, are hereby authorized and directed to make, execute and acknowledge a Certificate of Ownership and Merger/Articles and to file the same in the office of the Secretary of State of the State of Delaware and such other public offices as may be necessary or advisable to effect such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of the 23^rd day of December, 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


AMERICAN HEALTH ENTERPRISES, LTD.

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

EXHIBIT A

PLAN OF MERGER

1. Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary West Virginia Rehabilitation Services, Inc., a Pennsylvania corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

2. Upon the effectiveness of such merger, (a) the separate corporate existence of the Subsidiary shall cease, (b) all outstanding shares of capital stock of the Subsidiary shall be canceled and no shares of capital stock of the Parent shall be issued as a result of the merger, (c) all corporate acts, liabilities and obligations of the Subsidiary shall become the, acts, liabilities and obligations of the Parent, and (d) the merger shall have all effects specified in applicable provisions of the General Corporation Law of the State of Delaware and the Pennsylvania Business Corporation Law.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of the 23rd of December, 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


WEST VIRGINIA REHABILITATION SERVICES, INC.

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

EXHIBIT A

PLAN OF MERGER

1. Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary Rehabilitation Corporation of Virginia, a Virginia corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of the 23rd day of December, 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


REHABILITATION CORPORATION OF VIRGINIA

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

EXHIBIT A

PLAN OF MERGER

1. Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary RehabWorld of West Virginia, Inc., a West Virginia corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of the 23rd day of December, 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


REHABWORLD OF WEST VIRGINIA INC.

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

EXHIBIT A

PLAN OF MERGER

1. Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary East Capital Rehabilitation Hospital, Inc., a Maryland corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of the 23rd day of December, 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


EAST CAPITAL REHABILITATION HOSPITAL, INC.

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

EXHIBIT A

PLAN OF MERGER

1. Rehabilitation Hospital Corporation of America, a Delaware corporation (the “Parent”) shall merge into itself its wholly-owned subsidiary CRH, Inc., a Maryland corporation (the “Subsidiary”) and assume all of said Subsidiary’s liabilities and obligations, with the Parent being the surviving corporation.

3. No amendments to the Certificate of Incorporation of the Parent shall occur as a result of such merger.

IN WITNESS WHEREOF, the undersigned have hereunto caused this Plan of Merger to be executed by their respective duly authorized corporate officers, as of the 23rd day of December, 1996.


REHABILITATION HOSPITAL CORPORATION OF AMERICA

By:	/s/ William W. Horton	(SEAL)
	William W. Horton
	Its Vice President

ATTEST:

/s/ C. Drew Demaray

C. Drew Demaray

Assistant Secretary


CRH, INC.

By:	/s/ Anthony J. Tanner	(SEAL)
	Anthony J. Tanner
	Its Secretary

ATTEST:

/s/ William W. Horton

William W. Horton

Assistant Secretary

EX-3.192 183 dex3192.htm BYLAWS OF REHABILITATION HOSPITAL CORPORATION OF AMERICIA, INC. Bylaws of Rehabilitation Hospital corporation of Americia, Inc.

Exhibit 3.192

REHABILITATION HOSPITAL

CORPORATION OF AMERICA, INC.

BY-LAWS

ARTICLE I

Offices

The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.

The Corporation may also have offices at such other places, both within and without the State of Delaware, as may from time to time be designated by the Board of Directors.

ARTICLE II

Books

The books and records of the Corporation may be kept (except as otherwise provided by the laws of the State of Delaware) outside of the State of Delaware and at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE III

Stockholders

Section 1. Annual Meetings. The annual meeting of the stockholders of the Corporation for the election of Directors and the transaction of such other business as may properly come before said meeting shall be held at the principal business office of the Corporation or at such other place or places either within or without the State of Delaware as may be designated by the Board of Directors and stated in the notice of the meeting, on the first Monday of July in each year, if not a legal holiday, and, if a legal holiday, then on the next day not a legal holiday, at 10:00 o’clock in the forenoon, or such other day as shall be determined by the Board of Directors.

Written notice of the place designated for the annual meeting of the stockholders of the Corporation shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days prior to said meeting, but at any meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. If mailed, said notice shall be directed to each stockholder at his address as the same appears on the stock ledger of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request.

Section 2. Special Meetings. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware for purposes as to which there are special statutory provisions, and for other purposes whenever called by resolution of the Board of Directors, or by the Chairman of the Board, or by the President, or by the holders of a majority of the outstanding shares of capital stock of the Corporation the holders of which are entitled to vote on matters that are to be voted on at such meeting. Any such special meeting of stockholders may be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as may be specified in the notice thereof. Business transacted at any special meeting of stockholders of the Corporation shall be limited to the purposes stated in the notice thereof.

Except as otherwise expressly required by the laws of the State of Delaware, written notice of each special meeting, stating the day, hour and place, and in general terms the

business to be transacted thereat, shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days before the meeting. If mailed, said notice shall be directed to each stockholder at his address as the same appears on the stock ledger of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in said request. At any special meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with.

Section 3. List of Stockholders. The officer of the Corporation who shall have charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Quorum. At any meeting of the stockholders of the Corporation, except as otherwise expressly provided by the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws, there must be present, either in person or by proxy, in order to constitute a quorum, stockholders owning a majority of the issued and outstanding shares of the

capital stock of the Corporation entitled to vote at said meeting. At any meeting of stockholders at which a quorum is not present, the holders of, or proxies for, a majority of the stock which is represented at such meeting, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5. Organization. The Chairman of the Board, or in his absence the President, or in his absence any Vice President, shall call to order meetings of the stockholders and shall act as chairman of such meetings. The Board of Directors or the stockholders may appoint any stockholder or any Director or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the President and all of the Vice Presidents.

The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting.

Section 6. Voting. Except as otherwise provided in the Certificate of Incorporation. or these By-Laws, each stockholder of record of the Corporation shall, at every meeting of the stockholders of the Corporation, be entitled to one (1) vote for each share of stock standing in his name on the books of the Corporation on any matter on which he is entitled to vote, and such votes may be cast either in person or by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his duly authorized attorney, and filed with the

Secretary before being voted on, but no proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period. If the Certificate of Incorporation provides for more or less than one (1) vote for any share of capital stock of the Corporation, on any matter, then any and every reference in these By-Laws to a majority or other proportion of capital stock shall refer to such majority or other proportion of the votes of such stock.

The vote on all elections of Directors and on any other questions before the meeting need not be by ballot, except upon demand of any stockholder.

When a quorum is present at any meeting of the stockholders of the Corporation, the vote of the holders of a majority of the capital stock entitled to vote at such meeting and present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, under any provision of the laws of the State of Delaware or of the Certificate of Incorporation, a different vote is required in which case such provision shall govern and control the decision of such question.

Section 7. Consent. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of the laws of the State of Delaware or of the Certificate of Incorporation, such corporate action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing.

Section 8. Judges. At every meeting of the stockholders of the Corporation at which a vote by ballot is taken, the polls shall be opened, and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualifications of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by, two (2) judges. Said judges shall be appointed by the Board of Directors before the meeting, or if no such appointment shall have been made, by the presiding officer of the meeting. If for any reason any of the judges previously appointed shall fail to attend or refuse or be unable to serve, judges in place of any so failing to attend, or refusing or unable to serve, shall be appointed in like manner.

ARTICLE IV

Directors

Section 1. Number, Election and Term of Office. The business and affairs of the Corporation shall be managed by the Board of Directors. The number of Directors which shall constitute the whole Board shall be between one (1) and eight (8). Within such limits, the number of Directors may be fixed from time to time by vote of the stockholders or of the Board of Directors, at any regular or special meeting, subject to the provisions of the Certificate of Incorporation. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as provided in Section 2 of this Article, to serve until the next annual meeting of stockholders and until their respective successors are duly elected and have qualified.

In addition to the powers by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Corporation as are not by the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws required to be exercised or done by the stockholders.

Section 2. Vacancies and Newly Created Directorships. Except as hereinafter provided, any vacancy in the office of a Director occurring for any reason other than the removal of a Director pursuant to Section 3 of this Article, and any newly created Directorship resulting from any increase in the authorized number of Directors, may be filled by a majority of the Directors then in office or by a sole remaining Director. In the event that any vacancy in the office of a Director occurs as a result of the removal of a Director pursuant to Section 3 of this Article, or in the event that vacancies occur contemporaneously in the offices of all of the Directors, such vacancy or vacancies shall be filled by the stockholders of the Corporation at a meeting of stockholders called for the purpose. Directors chosen or elected as aforesaid shall hold office until the next annual meeting of stockholders and until their respective successors are duly elected and have qualified.

Section 3. Removals. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the shares of capital stock of the Corporation entitled to vote at such meeting may remove from office, with or without cause, any or all of the Directors.

Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall from time to time be determined by resolution of the Board.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or by the President or any two Directors on notice given to each Director, and such meetings shall be held at the principal business office of the Corporation or at such other place or places either within or without the State of Delaware, as shall be specified in the notices thereof.

Section 6. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held as soon as practicable after each annual election of Directors and on the same day, at the same place at which regular meetings of the Board of Directors are held, or at such other time and place as maybe provided by resolution of the Board. Such meeting may be held at any other time or place which shall be specified in a notice given, as hereinafter provided, for special meetings of the Board of Directors.

Section 7. Notice. Notice of any meeting of the Board of Directors requiring notice shall be given to each Director by mailing the same, addressed to him at his residence or usual place of business, at least forty-eight (48) hours, or shall be sent to him at such place by facsimile transmission, courier, telegraph, cable or wireless, or shall be delivered personally or by telephone, at least twelve (12) hours, before the time fixed for the meeting. At any meeting at which every Director shall be present or at which all Directors not present shall waive notice in writing, any and all business may be transacted even though no notice shall be given.

Section 8. Quorum. At all meetings of the Board of Directors, the presence of one-third or more of the Directors constituting the Board (but in no event less than two Directors) shall constitute a quorum for the transaction of business. Except as may be otherwise specifically provided by the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws, the affirmative vote of a majority of the Directors present at the time of such vote shall be the act of the Board of Directors if a quorum is present. If a quorum shall not be present at any Meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Consent. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

Section 10. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors may participate in a meeting of the Board by(means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

Section 11. Compensation of Directors. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12. Resignations. Any Director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board or to the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

ARTICLE V

Officers

Section 1. Number, Election and Term of Office. The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer, and may at the discretion of the Board of Directors include one or more Assistant Treasurers and Assistant Secretaries. The officers of the Corporation shall be elected annually by

the Board of Directors at its meeting held immediately after the annual meeting of the stockholders, and shall hold their respective offices until their successors are duly elected and have qualified. Any number of offices may be held by the same person. The Chairman of the Board may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office.

Section 2. Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation and shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. He shall ensure that the books, reports, statements, certificates and other records of the Corporation are kept, made or filed in accordance with the laws of the State of Delaware. He shall preside at all meetings of the Board of Directors and at all meetings of the stockholders. He shall cause to be called regular and special meetings of the stockholders and of the Board of Directors in accordance with these By-Laws. He may sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or where any of them shall be required by law otherwise to be signed, executed or delivered. He may sign, with the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certificates of stock of the Corporation. He shall appoint and remove, employ and discharge, and fix the compensation of all servants, agents, employees and clerks of the Corporation other than the duly elected or appointed officers, subject to the approval of the Board of Directors. In addition to the powers and duties expressly conferred upon him by these By-Laws, he shall, except as otherwise specifically provided by the laws of the State of Delaware, have such other powers and duties as shall from time to time be assigned to him by the Board of Directors.

Section 3. President. The President shall be a Director, and shall be the chief operating officer, or, if the office of Chairman of the Board shall be vacant, the chief executive officer of the Corporation. At the request of the Chairman of the Board, or in the case of his absence or inability to act, or if the office of Chairman of the Board shall be vacant, the President shall perform the duties of the Chairman of the Board, and when so acting, shall have all the powers of the Chairman of the Board. He may sign, with the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certificates of stock of the Corporation. In addition to the powers and duties expressly conferred upon him by these By-Laws, he shall, except as otherwise specifically provided by the laws of the State of Delaware, have such other powers and duties as shall from time to time be assigned to him by the Chairman of the Board or by the Board of Directors.

Section 4. Vice Presidents. The Vice Presidents shall perform such duties as the Chairman of the Board, the President or the Board of Directors shall require.

Any Vice President shall, during the absence or incapacity of the President, assume and perform his duties.

Section 5. Secretary. The Secretary may sign all certificates of stock of the Corporation. He shall record all the proceedings of the meetings of the Board of Directors and of the stockholders of the Corporation in books to be kept for that purpose. He shall have custody of the seal of the Corporation and may affix the same to any instrument requiring such seal when authorized by the Board of Directors, and when so affixed he may attest the same by his signature. He shall keep the transfer books, in which all transfers of the capital stock of the

Corporation shall be registered, and the stock books, which shall contain the names and addresses of all holders of the capital stock of the Corporation and the number of shares held by each and he shall keep such stock and transfer books open daily during business hours to the inspection of every stockholder and for transfer of stock. He shall notify the Directors and stockholders of their respective meetings as required by law or by these By-Laws, and shall perform such other duties as may be required by law or by these By-Laws, or which may be assigned to him from time to time by the Board of Directors.

Section G. Assistant Secretaries. The Assistant Secretaries shall, during the absence or incapacity of the Secretary, assume and perform all functions and duties which the Secretary might lawfully do if present and not under any incapacity.

Section 7. Treasurer. The Treasurer shall have charge of the funds and securities of the Corporation. He may sign all certificates of stock. He shall keep full and accurate accounts of all receipts and disbursements of the Corporation in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, and shall render to the Chairman of the Board or the President or the Directors, whenever they may require it, an account of all his transactions as Treasurer and an account of the business and financial position of the Corporation.

Section 8. Assistant Treasurers. The Assistant Treasurers shall, during the absence or incapacity of the Treasurer, assume and perform all functions and duties which the Treasurer might lawfully do if present and not under any incapacity.

Section 9. Treasurer’s Bond. The Treasurer and Assistant Treasurers shall, if required so to do by the Board of Directors, each give a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as the Board of Directors may require.

Section 10. Transfer of Duties. The Board of Directors or the Chairman of the Board in its or his absolute discretion may transfer the power and duties, in whole or in part, of any officer to any other officer, or persons, notwithstanding the provisions of these By-Laws, except as otherwise provided by the laws of the State of Delaware.

Section 11. Vacancies. If the office of Chairman of the Board, President, Vice President, Secretary or Treasurer, or of any other officer or agent becomes vacant for any reason, the Board of Directors may choose a successor to hold office for the unexpired term.

Section 12. Removals. At any meeting of the Board of Directors called for the purpose, any officer or agent of the Corporation may be removed from office, with or without cause, by the affirmative vote of a majority of the entire Board of Directors.

Section 13. Compensation of Officers. The officers shall receive such salary or compensation as may be determined by the Board of Directors.

Section 14. Resignations. Any officer or agent of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board or the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof, and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

ARTICLE VI

Contracts, Checks and Notes.

Section 1. Contracts. Unless the Board of Directors shall otherwise specifically direct, all contracts of the Corporation shall be executed in the name of the Corporation by the Chairman of the Board, the President or a Vice President.

Section 2. Checks and Notes. All checks, drafts, bills of exchange and promissory notes and other negotiable instruments of the Corporation shall be signed by such officers or agents of the Corporation as may be designated by the Board of Directors.

ARTICLE VII

Stock.

Section I. Certificates of Stock. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman of the Board, the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary certifying the number of shares owned by him and the date of issue; and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued.

Where a certificate is countersigned (l) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased

to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

All certificates surrendered to the Corporation shall be cancelled and, except in the case of lost or destroyed certificates, no new certificates shall be issued until the former certificates for the same number of shares of the same class of stock shall have been surrendered and cancelled.

Section 2. Transfer of Stock, Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

ARTICLE VIII

Registered Stockholders

The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE IX

Loft Certificates

Any person claiming a certificate of stock to be lost or destroyed, shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of

Directors may require, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do.

ARTICLE X

Fixing of Record Date

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE XI

Dividends

Subject to the relevant provisions of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any

regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation.

Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XII

Waiver of Notice

Whenever any notice whatever is required to be given by statute or under the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be equivalent thereto.

ARTICLE XIII

Seal

The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.”

ARTICLE XIV

Amendments

Subject to the provisions of the Certificate of Incorporation, these By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the

Board of Directors, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment or repeal of the By-Laws or of adoption of new By-Laws be contained in the notice of such special meeting.

EX-3.193 184 dex3193.htm CERTIFICATE OF INCORPORATION OF THE REHABILITATION HOSPITAL OF COLORADO SPRINGS Certificate of Incorporation of The Rehabilitation Hospital of Colorado Springs

Exhibit 3.193

CERTIFICATE OF INCORPORATION

The Rehabilitation Hospital of Colorado Springs, Inc.

1. The name of the corporation is

The Rehabilitation Hospital of Colorado Springs, Inc.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The name and mailing address of each incorporator is as follows:

CERTIFICATE OF CORRECTION FILED TO CORRECT

A CERTAIN ERROR IN THE CERTIFICATE OF INCORPORATION

OF THE REHABILITATION HOSPITAL OF COLORADO SPRINGS, INC.

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON SEPTEMBER 14, 1989

THE REHABILITATION HOSPITAL OF COLORADO SPRINGS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

1. The name of the Corporation is THE REHABILITATION HOSPITAL OF COLORADO SPRINGS, INC.

2. That a Certificate of Incorporation was filed by the Secretary of State of Delaware on September 14, 1989 and that said certificate requires correction as permitted by subsection (F) of section 103 of The General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said certificate to be corrected is as follows: The name of the corporation is incorrectly set forth.

4. Article One of the certificate is corrected to read as follows:

1. The name of the corporation is REHABILITATION HOSPITAL OF COLORADO SPRINGS, INC.

EX-3.194 185 dex3194.htm BYLAWS OF THE REHABILITATION HOSPITAL OF COLORADO SPRINGS, INC. Bylaws of The Rehabilitation Hospital of Colorado Springs, Inc.

Exhibit 3.194

BY LAWS

REHABILITATION HOSPITAL OF COLORADO SPRINGS, INC.

(A Delaware Corporation)

Article 1. MEETINGS OF STOCKHOLDERS

In each election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected.

Article 2. DIRECTORS

Section 2.4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Article 3. OFFICERS

Section 3.4. Removal. Any officer elected by the Board of Directors may be removed at any time by the vote of a majority of the Board of Directors.

Section 3.5. Chairman of the Board. If there is a Chairman of the Board, he shall preside at the meetings of the Board. Such chairman shall also perform such other duties as may be specified by the Board from time to time and as do not conflict with the duties of the President.

Section 3.6. The President. The President shall be the chief executive officer of the corporation and shall have general supervision over the business and operations of the Corporation, subject, however, to the control of the Board of Directors. He shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except in cases where the signing and execution thereof shall be delegated by the Board to some other officer or agent of the Corporation; and, in general, he shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board.

Section 3.7. The Vice Presidents. In the absence or disability of the President or when so directed by the President, any Vice President designated by the Board of Directors may per-form all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President; provided, however, that no Vice President shall act as a member of or as chairman of any special committee of which the President is a member or chairman by designation or ex-officio, except when designated by the Board. The Vice Presidents shall perform such other duties as from time to time may be assigned to them respectively by the Board or the President.

Section 3.10. The Treasurer. The Treasurer shall have charge of all receipts and disbursements of the Corporation and shall have or provide for the custody of its funds and securities; he shall have full authority to receive and give receipts for all money due and payable to the Corporation, and to endorse checks, drafts, and warrants in its name and on its be-half and to give full discharge for the same; he shall deposit all funds of the Corporation, except such as may be required for current use, in such banks or other places of deposit as the Board of Directors may from time to time designate; and, in general, he shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be as-signed to him by the Board or the President.

Article 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 5. STOCK CERTIFICATES; TRANSFERS

Section 5.2. Transfer of Stocks. Transfers of stock shall be made only on the books of the Corporation by the owner thereof or by his attorney thereunto authorized.

Section 5.5. Transfer Agent and Registrar; Regulations. The Corporation may, if and whenever the Board of Directors so determines, maintain, in the State of Delaware, or any other state of the United States, one or more transfer offices or agencies, each in charge of a Transfer Agent designated by the Board, where the stock of the Corporation shall be transferable. If the Corporation maintains one or more such transfer offices or agencies, it also may, if and whenever the Board of Directors so determines, maintain one or more registry offices each in charge of a Registrar designated by the Board, where such stock shall be registered. No certificates for stock of the Corporation in respect of which a Transfer Agent shall have been designated shall be valid unless countersigned by such Transfer Agent, and no certificates for stock of the Corporation in respect of which both a Transfer Agent and a Registrar shall have been designated shall be valid unless countersigned by such Transfer Agent and registered by such Registrar. The Board may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates.

Article 6. AMENDMENTS

Section 6.1. By Stockholders or Directors. These ByLaws may be amended or repealed at any regular meeting of the stock-holders or directors, or at any special meeting thereof if notice of such amendment or repeal be contained in the notice of such special meeting.

EX-3.196 186 dex3196.htm RESTATED BYLAWS OF REHABILITATION HOSPITAL OF NEVADA-LASVEGAS, INC. Restated Bylaws of Rehabilitation Hospital of Nevada-LasVegas, Inc.

Exhibit 3.196

RESTATED

BY-LAWS

REHABILITATION HOSPITAL OF NEVADA-LAS VEGAS

March 29, 2007

ARTICLE I

Meetings of Stockholders

-2-

-3-

-4-

-5-

ARTICLE II

Board of Directors

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of

-6-

-7-

ARTICLE III

Committees

-8-

ARTICLE IV

Officers

Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

-9-

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

-11-

-12-

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

-13-

EX-3.197 187 dex3197.htm CERTIFICATE OF LIMITED PARTNERSHIP OF REHABILITATION HOSPITAL OF NEVADA-LASVEGAS Certificate of Limited Partnership of Rehabilitation Hospital of Nevada-LasVegas

Exhibit 3.197

CERTIFICATE OF LIMITED PARTNERSHIP

Rehabilitation Hospital of Nevada-Las Vegas, L.P.

The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

I. The name of the limited partnership is Rehabilitation Hospital of Nevada-Las Vegas, L.P.

II. The address of the Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle. The name of the Partnership’s registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company.

III. The name and mailing address of each general partner is as follows:

NAME

MAILING ADDRESS

Rehabilitation Hospital

of Las Vegas, Inc.

600 Wilson Lane

Box 715

Mechanicsburg, PA 17055

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of Rehabilitation Hospital of Nevada-Las Vegas, L.P., this 23rd day of October, 1992.

Rehabilitation Hospital of Las Vegas, Inc.

General Partner:

/s/ [unreadable]

Vice President

AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

Rehabilitation Hospital of Nevada-Las Vegas, L.P.

The undersigned, desiring to amend the Certificate of Limited Partnership of Rehabilitation Hospital of Nevada-Las Vegas, L.P. pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is Rehabilitation Hospital of Nevada-Las Vegas, L.P.

SECOND: Article III of the Certificate of Limited Partnership shall be amended as follows:

III. The name and mailing address of each general partner is as follows:


NAME		MAILING ADDRESS
Rehabilitation Hospital		600 Wilson Lane
of Nevada-Las Vegas, Inc.		Box 715
		Mechanicsburg, PA 17055

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 21st day of December, 1992.


General Partner:
Rehabilitation Hospital of Nevada-Las Vegas, Inc.

/s/ Kenneth I. Barber
By:		Kenneth I. Barber
		Vice President

EX-3.198 188 dex3198.htm AGREEMENT OF LIMITED PARTNERSHIP OF REHAB HOSPITAL OF NEVADA-LASVEGAS, L..P. Agreement of Limited Partnership of Rehab Hospital of Nevada-LasVegas, L..P.

Exhibit 3.198

AGREEMENT OF LIMITED PARTNERSHIP

REHABILITATION HOSPITAL OF NEVADA - LAS VEGAS, L.P.

AGREEMENT OF LIMITED PARTNERSHIP dated as of October 30, 1992 by and between REHABILITATION HOSPITAL OF NEVADA-LAS VEGAS, INC. (the “General Partner”) and CMS DEVELOPMENT AND MANAGEMENT COMPANY, INC. (the “Limited Partner”), whereby it is agreed:

1. Formation. The parties hereto do hereby form a limited partnership (the “Partnership”) pursuant to the provisions of the Revised Uniform Limited Partnership Act as adopted and in force in the State of Delaware (the “Act”).

2. Name. The business of the Partnership shall be carried on under the name of Rehabilitation Hospital of Nevada-Las Vegas, L.P. or such other name or names as the General Partner may select.

3. Purposes. The purpose of the Partnership shall be to enter into a lease as lessee of, and to operate, a freestanding medical rehabilitation hospital to be located in Las Vegas, Nevada and to engage in all activities and to take whatever actions as may be incident thereto.

4. Principal Place of Business. The principal place of business of the Partnership shall be at 600 Wilson Lane, P.O. Box 715, Mechanicsburg, PA 17055 or such other place or places as the General Partner may from time to time select.

5. Term. The term of the Partnership shall be until 12:00 a.m. December 31, 2025, provided, however, that the Partnership shall be dissolved prior to such date if the General Partner dissolves the Partnership pursuant to Paragraph 10 hereof.

6. Bankruptcy; Dissolution. Upon the bankruptcy or dissolution of the General Partner, the Partnership shall be liquidated, unless other Limited Partner elects to continue the business of the Partnership as provided in the Act.

7. Capital Contribution of the Partners. The General Partner and the Limited Partner have each contributed $10.00 in cash to the capital of the Partnership on or before the date hereof, the receipt of which contributions is hereby accepted.

8. Allocation and Distribution of Operating Profits and Losses. All profits, losses, tax benefits and detriments and items of income, gain or loss shall be allocated (and distributed) to the General Partner at such times as it may determine until such time as an amendment to this Agreement is executed as provided in Paragraph 10 hereof.

9. Fiscal Year. The fiscal year of the Partnership shall be from July 1 to June 30.

10. Rights, Powers and Limitations of General Partner. The management and control of the Partnership’s business shall rest exclusively with the General Partner, who shall have all the rights and powers incident thereto as may be necessary, proper or advisable, in its discretion in order to accomplish the purposes of the Partnership.

The General Partner is hereby expressly authorized to enter into and to execute all agreements, leases, loans, documents and other instruments and to take all other action (including, without limitation, the sale of securities in the Partnership and the borrowing of money in the name of and on behalf of the Partnership) as may be necessary or appropriate to carry out the purposes of the Partnership as set forth in Paragraph 3 hereof.

The General Partner is hereby expressly authorized to amend this Agreement and to admit additional or substitute limited partners to the Partnership and, at the time of or prior to the admission of any such limited partners, to cause the preparation of an amendment to this Agreement setting forth all of the terms and provisions pursuant to which the business of the Partnership shall thereafter be carried on. In the event any additional Limited Partners are admitted to the Partnership or if the Limited Partner objects to any amendment to this Agreement made by the General Partner, the Limited Partner’s interest shall be liquidated and his original capital contribution of $10.00 shall be returned to him.

11. Activities of Limited Partner. The Limited Partner shall take no part in the conduct or control of the Partnership and shall have no right or authority to act for or bind the Partnership.

12. Limitation of Liability of the Limited Partner. The liability of the Limited Partner for debts of the Partnership and on account of claims against it shall be limited to the amount of capital that the Limited Partner has contributed under Paragraph 7 hereof.

13. Certificates. The Partners agree to execute from time to time hereafter such certificates or other documents and to affect such filings, recordings and publications and to do such other acts conforming hereto as such constitute compliance with all of the requirements for the existence of a limited partnership under the laws of the State of Delaware, and for the purpose of registering the Partnership’s name in accordance with any applicable requirement of law. The Partners also agree and obligate themselves to execute such certificates and other documents conforming hereto, and to affect such filings, recordings and publications, and to do such other acts appropriate thereto, in order to comply with the requirements of the laws of the State of Delaware, in the event of any amendments to, or the dissolution of, the Partnership.

IN WITNESS WHEREOF, the General Partner and the Limited Partner have executed this Agreement of Limited Partnership as of the date first above written.


REHABILITATION HOSPITAL OF NEVADA-LAS VEGAS, INC.

By:		/s/ [unreadable]
		Its: Vice President

CMS DEVELOPMENT AND MANAGEMENT COMPANY, INC.

By:		/s/ Kenneth T. Barber
		Its:

EX-3.199 189 dex3199.htm ARTICLES OF INCORPORATION OF REHABILITATION HOSPITAL OF PLANO, INC. Articles of Incorporation of Rehabilitation Hospital of Plano, Inc.

Exhibit 3.199

ARTICLES OF INCORPORATION

The Rehabilitation Hospital of Plano, Inc.

* * * * *

ARTICLE ONE

The name of the corporation is

The Rehabilitation Hospital of Plano, Inc.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are:

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000) of the par value of One Dollar ($1.00) each.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done or property actually received, which sum is not less than One Thousand Dollars ($1,000).

ARTICLE SIX

The street address of its initial registered office is 1601 Elm Street, c/o C T Corporation System, Dallas, Texas 75201, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

ARTICLE SEVEN

The number of directors of the corporation may be fixed by the by-laws.

The number of directors constituting the initial board of directors is One (1), and the name and address of each person who is to serve as sole director until the first annual meeting of the shareholders or until a successor is elected and qualified is:

NAME

ADDRESS

Robert A. Ortenzio

600 Wilson Lane, Box 715

Mechanicsburg, PA 17055

ARTICLE EIGHT

The names and addresses of the incorporators are:


NAMES		ADDRESSES
Timothy F. O’Connell		123 South Broad Street Philadelphia, PA 19109

Janice C. Anderle		123 South Broad Street Philadelphia, PA 19109

IN WITNESS WHEREOF, we have hereunto set our hands, this 13^th day of September, 1989.

/s/: [Timothy J. O’Connell]

Timothy J. O’Connell

/s/: [Janice C. Anderle]

Janice C. Anderle


STATE OF Pennsylvania	)
	)	ss:
COUNTY OF Philadelphia	)

I, Doris Scotese, a notary public, do hereby certify that on this 13th day of September, 1989, personally appeared before me, Timothy F. O’Connell and Janice C. Anderle, who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.

/s/: [Doris M. Scotese]

Doris Scotese

Notary Public

(NOTARIAL SEAL)

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

THE REHABILITATION HOSPITAL OF PLANO, INC.

Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE. The name of the corporation is THE REHABILITATION HOSPITAL OF PLANO, INC.

ARTICLE TWO. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on September 20, 1989.

Article One of the Articles of Incorporation is hereby amended so as to read as follows:

ARTICLE ONE. The name of the corporation is REHABILITATION HOSPITAL OF PLANO, INC.

ARTICLE THREE. The number of shares of the corporation outstanding at the time of such adoption was One Thousand (1,000); and the number of shares entitled to vote thereon was 1,000.

Dated September 20, 1989


THE REHABILITATION HOSPITAL OF PLANO, INC.

By:		/s/: [unreadable]

EX-3.200 190 dex3200.htm BYLAWS OF REHABILITATION HOSPITAL OF PLANO, INC. Bylaws of Rehabilitation Hospital of Plano, Inc.

Exhibit 3.200

REHABILITATION HOSPITAL OF PLANO, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Dallas, Texas.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in Mechanicsburg, State of Pennsylvania, at such place as may be fixed from time to time by the board of directors. Said meetings may also be held at such other place either within or without the State of Texas as shall be designated from time to time by the board of directors and stated in the notice of the meeting.

Section 2. Annual meetings of shareholders, shall be determined by the board of directors, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the

date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings

of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be One (1). Directors need not be residents of the State of Texas nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on One (1) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

ARTICLE VII

COMMITTEES OF DIRECTORS

Section 1. The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in the resolution, shall have and may exercise all of the authority of the board of directors, except that no such committee shall have the authority of the board of directors in reference to amending the articles of incorporation, approving a plan of merger or consolidation, recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, amending, altering, or repealing the bylaws of the corporation or adopting new bylaws for the corporation, filling vacancies in the board of directors or any committee, filling any directorship to be filled by reason of an increase in the number of directors, electing or removing officers or members of any committee, fixing the compensation of any member of a committee, or altering or repealing any resolution of the board of directors which by its terms provides that it shall not be so amendable or repealable; and, unless the resolution expressly so provides, no committee shall have the power or authority to declare a dividend or to authorize the issuance of shares of the corporation.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it

shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president and a secretary. The board of directors may also elect or appoint such other officers, including assistant officers and agents as may be deemed necessary.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president and a secretary neither of whom need be a member of the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation

and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

ARTICLE X

CERTIFICATES FOR SHARES

class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. When the corporation is authorized to issue shares of more than one class, every certificate shall also set forth upon the face or the back of such certificate a statement that there is set forth in the articles of incorporation on file in the office of the Secretary of State a full statement of all the designations, preferences, limitations and relative rights, including voting rights, of the shares of each class authorized to be issued and the corporation will furnish a copy of such statement to the record holder of the certificate without charge on written request to the corporation at its principal place of business or registered office. Every certificate shall have noted thereon any information required to be set forth by the Texas Business Corporation Act and such information shall be. set forth in the manner provided in said Act.

LOST CERTIFICATES

expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

CLOSING OF TRANSFER BOOKS

payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

LIST OF SHAREHOLDERS

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

EX-3.201 191 dex3201.htm ARTICLES OF ORGANIZATION OF REHAB INSTITUTE OF WESTERN MASSACHUSETTS, INC. Articles of Organization of Rehab Institute of Western Massachusetts, Inc.

Exhibit 3.201

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL J. CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02106

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

Incorporators


NAME		POST OFFICE ADDRESS

Include given name in full in case of natural persons; in case of corporation, give state of incorporation.

Catherine E. Gaffney

400 Atlantic Avenue

Boston, 02110-2206

The above-named Incorporator(s) do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state(s):

1. The name by which the corporation shall be known is:

REHABILITATION INSTITUTE OF WESTERN MASSACHUSETTS, INC.

2. The purpose for which the corporation is formed is as follows:

To engage in the business of operating a rehabilitation facility and to provide rehabilitation and other health care services; and, generally, to engage in and carry on any business activities permitted to a corporation organized under the laws of the Commonwealth of Massachusetts, as from time to time amended.

The corporation shall have and be authorized to exercise any and all powers now or hereafter vested in or conferred upon business corporations by the common and statutory laws of the Commonwealth of Massachusetts, as from time to time amended.

3. The total number of shares and the par value, if any, of each class of stock within the corporation is authorized as follows:


CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
CLASS OF STOCK	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred				$



Common	15,000

4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established.

None.

5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

See attached Article 5.

6. Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.

See attached Article 6.

7. By laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below have been duly elected.

8. The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date (not more than 30 days after the date of the filing).

9. The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation:

a. The post office address of the initial principal office of the corporation of Massachusetts is:

232 Park Street, West Springfield, MA 01089

b. The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows:


	NAME	RESIDENCE	POST OFFICE ADDRESS

President:	Barbara A. Rohan	14 Skyview Drive Ware, MA 01082	14 Skyview Drive Ware, MA 01082

Treasurer:	Michael F. Curran	36 Christine Terrace South Weymouth, MA 02190	36 Christine Terrace South Weymouth, MA 02190

Clerk:	Barbara L. Morse	8 Piper Road Acton, MA 02170	8 Piper Road Acton, MA 02170

Directors	Janet A. Hanna	Easthill Road Brimfield, MA 01010	Easthill Road Brimfield, MA 01010

	Barbara A. Rohan	Same as above	Same as above

	Barbara L. Morse	Same as above	Same as above

	Michael F. Curran	Same as above	Same as above

c. The date initially adopted on which the corporation’s fiscal year ends is:

August 31

d. The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is:

January 15

e. The name and business address of the resident agent, if any, of the corporation is:

None.

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S) sign(s) these Articles of Organization this 16^th day of October 1987

/s/ Catherine E. Gaffney

Catherine E. Gaffney

The signature of each incorporator which is not a natural person must be an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

ARTICLES OF ORGANIZATION OF

REHABILITATION INSTITUTE OF

WESTERN MASSACHUSETTS, INC.

ARTICLE 5

Any stockholder, including the heirs, assigns, executors or administrators of a deceased stockholder, desiring to sell or transfer such stock owned by him or them, shall first offer it to the corporation through the Board of Directors, in the manner following: He shall notify the directors of his desire to sell or transfer by notice in writing, which notice shall contain all of the terms and conditions upon, which he is willing to sell or transfer and the name of one arbitrator. The directors shall within thirty days thereafter either accept the offer, or by notice to him in writing name a second arbitrator, and these two shall name a third. It shall then be the duty of the arbitrators to ascertain the value of the stock, and if any arbitrators, shall neglect or refuse to appear at any meeting appointed by the arbitrators, a majority may act in the absence of such arbitrator. After the acceptance of the offer, or the report of the arbitrators as to the value of the stock, the directors shall have thirty days within which to purchase the same at such valuation, but if at the expiration of thirty days, the corporation shall not have exercised the right so to purchase, the owner of the stock shall be at liberty to dispose of the same for a period of sixty days upon terms identical to those contained in the owner’s notice to the Board of Directors. This right to sell shall expire at the end of such sixty day period, and the owner shall be permitted to sell his stock pursuant to a new offer to the corporation in accordance with the terms of this Article. No shares of stock shall be sold or transferred on the books of the corporation until these provisions have been complied with, but the Board of Directors may in any particular instance wave the foregoing requirement.

ARTICLES OF ORGANIZATION OF

REHABILITATION INSTITUTE OF

WESTERN MASSACHUSETTS, INC.

ARTICLE 6

The Board of Directors shall have the power to amend the By-Laws of the corporation in the manner provided in such By-Laws.

Meetings of the stockholders of the corporation may be held at such place in the United States as shall be designated in the notice of any such meeting.

The corporation may be a partner in any business enterprise which the corporation would have the power to conduct by itself.

No director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that this provision shall not eliminate the liability of a director, to the extent that such liability is imposed by applicable law, (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 61 or 62 or successor provisions of the Massachusetts Business Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall not eliminate the liability of a director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

EX-3.202 192 dex3202.htm RESTATED BYLAWS OF REHABILITATION INSTITUTE OF WESTERN MASSACHUSETTS, INC. Restated Bylaws of Rehabilitation Institute of Western Massachusetts, Inc.

Exhibit 3.202

RESTATED

BYLAWS OF

REHABILITATION INSTITUTE OF WESTERN MASSACHUSETTS, INC.

March 29, 2007

BYLAWS

ARTICLE I

ARTICLES OF ORGANIZATION

Section 1.1 The name and purposes of the corporation shall be as set forth in the articles of organization. These bylaws, the powers of the corporation and of its directors and shareholders, or of any class of shareholders if there shall be more than one class of stock, and all matters concerning the conduct and regulation of the business and affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the articles of organization as from time to time in effect.

ARTICLE H

ANNUAL MEETINGS OF SHAREHOLDERS

Section 2.1 The annual meeting of shareholders of the corporation for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as shall be determined by the board of directors each year, which date and time may subsequently be changed at any time, including the year any such determination occurs.

Section 2.2 Annual meetings of the shareholders maybe held at the principal office of the corporation in the Commonwealth of Massachusetts or at such places within or without the Commonwealth of Massachusetts as maybe specified in the notices of such meetings.

Section 2.3 Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be given to each shareholder entitled to vote thereat not less than seven-nor more than sixty days before the date of the meeting. The notice shall also set forth the purpose or purposes for which the meeting is called.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 3.1 Special meetings of shareholders maybe called at any time, for any purpose or purposes, by the board of directors or by such other persons as may be authorized by law.

Section 3.2 Special meetings of shareholders may be held at such time and place within or without the Commonwealth of Massachusetts as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof as maybe authorized by law.

Section 3.3 Written or printed notice of a special meeting of shareholders, stating the date, time, place and purpose or purposes thereof, shall be given to each shareholder entitled to vote thereat, not less than seven nor more than sixty days before the date fixed for the meeting.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 4.1 The holders of a majority in interest of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the articles of organization. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 4.2 If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of organization.

Section 4.3 Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing or as otherwise created in accordance with law, by the shareholder or by his or her duly authorized attorney-in-fact.

Section 4.4 Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 5.1 The number of directors shall be fixed at any time or from time to time only by the affirmative vote of a majority of the directors then in office, but shall be not less than three, except that whenever there shall be only two shareholders the number of directors shall be not less than two and whenever there shall be only one shareholder there shall be at least one director; no decrease in the number of directors shall shorten the term of any incumbent director. Directors need not be residents of the Commonwealth of Massachusetts nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his or her successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 5.2 Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by the shareholders, by the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. If the vacant office was held by a director elected by a voting

group of shareholders, only the holders of shares of that voting group or, unless the articles of organization or these bylaws otherwise provide, the directors elected by that voting group are entitled to vote to fill the vacancy.

Section 5.3 The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the articles of organization or by these bylaws directed or required to be exercised or done by the shareholders.

Section 5.4 The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the Commonwealth of Massachusetts, at such place or places as they may from time to time determine.

Section 5.5 The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 6.1 Meetings of the board of directors, regular or special, may be held either within or without the Commonwealth of Massachusetts.

Section 6.2 The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 6.3 Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 6.4 Special meetings of the board of directors may be called by the president on two days’ notice of the date, time and place of the meeting to each director, either personally or by mail or as otherwise set forth in these bylaws; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 6.5 Attendance or participation of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of dⁱrectors need be specified in the notice or waiver of notice of such meeting.

Section 6.6 A majority of the number of directors fixed by these bylaws or otherwise shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of organization or by these bylaws. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by the articles of organization or by these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6.7 Unless the articles of organization or these bylaws provide that action required or permitted by law to be taken by the directors may be taken only at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of directors. The action must be evidenced by one or more consents describing the action taken, in writing, signed by each director, delivered to the principal office of the corporation or delivered to the corporation by electronic transmission as prescribed by law.

Section 6.8 Unless the articles of organization or these bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communications by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by these means is considered to be present in person at the meeting.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 7.1 The board of directors, by resolution adopted by a majority of the number of directors fixed by these bylaws or otherwise, may designate one or more directors to constitute an executive committee, which committee, to the ‘extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation except as otherwise restricted by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 8.1 Whenever, under the provisions of law or of the articles of organization or of these bylaws, notice is required to be given to any director or shareholder, it shall be construed to mean written notice unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. Notice may be communicated in person, by telephone, voice mail, telegraph, teletype, or other electronic means, by mail, by electronic transmission, or by messenger or delivery service. If these forms of personal notice are impractical, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.

Written notice, other than by electronic transmission, by the corporation to any of its shareholders, if in a comprehensible form, is effective upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder’s address shown in the corporation’s current record of shareholders. Except as otherwise provided in the preceding sentence, such notice is effective at the earliest of the following: (1) when received; (2) five days after its deposit in the United States mail, if mailed postpaid and correctly addressed; (3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, or if sent by messenger or delivery service, on the date shown on the return receipt signed by or on behalf of the addressee; or (4) on the date of publication if notice by publication is permitted.

Written notice by electronic transmission by a corporation to any of its shareholders, if in a comprehensible form, is effective: (I) if by facsimile telecommunication, when directed to a number furnished by the shareholder for the purpose; (2) if by electronic mail, when directed to an electronic mail address furnished by the shareholder for the purpose; (3) if by a posting on an electronic network together with separate notice to the shareholder of such specific posting, directed to an electronic mail address furnished by the shareholder for the purpose, upon the later of (i) such posting and (ii) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the shareholder in such manner as the shareholder shall have specified to the corporation. An affidavit of the secretary or assistant secretary of the corporation, the transfer agent or other agent of the corporation that the notice has been given-by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 8.2 Whenever any notice whatever is required to be given by law or by the articles of organization or by these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 9.1 The initial officers shall be elected by either the incorporators or the initial directors named in the articles of organization. Officers, other than the initial officers, shall be chosen by the board of directors, and shall be a president, a treasurer and a secretary. The board of directors may also choose one or more vice-presidents and one or more assistant treasurers and assistant secretaries. Officers need not be members of the board nor shareholders of the corporation. The same individual may simultaneously hold more than one office in the corporation.

Section 9.2 The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, a treasurer and a secretary for the ensuing year.

Section 9.3 The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 9.4 The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 9.5 The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 9.6 The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors arc carried into effect.

Section 9.7 The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 9.8 The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9.9 The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. He or she shall have custody of the record books and of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

Section 9.10 The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 9.11 The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 9.12 The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

Section 9.13 If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

Section 9.14 The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 10.1 Shares of the corporation may but need not be represented by certificates. Each certificate shall be signed by the chairman of the board of directors, the president or a vice-president and the treasurer or an assistant treasurer of the corporation, and shall be scaled with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue different classes of shares or different series within a class, the variations in rights, preferences and limitations applicable to each class and series, and the authority of the board of directors to determine variations for any future class or series, must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by Sections 6.25(b) and (c), and, if applicable, Section 6.27 of the Massachusetts Business Corporation Act.

Section 10.2 The signatures of the officers upon a certificate may be facsimiles. If the person who signed, either_. manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

LOST CERTIFICATES

Section 10.3 The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescrⁱbe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 10.4 Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 10.5 The board of directors may fix in advance a record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. The record date may not be more than. seventy days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

The board of directors may also fix in advance a record date for shareholders entitled to receive a distribution or for any other purposes authorized by law.

REGISTERED SHAREHOLDERS

Section 10.6 The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the Commonwealth of Massachusetts.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 11.1 Subject to the provisions of the articles of organization relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law, Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of organization.

Section 11.2 Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 11.3 All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 11.4 The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 11.5 The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Massachusetts”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE III

AMENDMENTS

Section 12.1 These bylaws may be altered, amended or repealed or new bylaws may be adopted (a) by the shareholders at any regular or special meeting of the shareholders or (b) if authorized by the articles of organization, the board of directors at any regular or special meeting of the board, except with respect to any provision which by law, the articles of organization or these bylaws requires action by the shareholders, and provided further that any action taken by the board of directors with respect to the bylaws may be amended or repealed by the shareholders.

EX-3.203 193 dex3203.htm ARTICLES OF ORGANIZATION OF SARASOTA LTAC PROPERTIES, LLC Articles of Organization of Sarasota LTAC Properties, LLC

Exhibit 3.203

ARTICLES OF ORGANIZATION

FOR

FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I – Name:

The name of the Limited Liability Company is:

Sarasota LTAC Properties, LLC

ARTICLE II – Address:

The mailing address and street address of the principal office of the Limited Liability Company is:


Principal Office Address:		Mailing Address:

See Attached

ARTICLE III – Registered Agent, Registered Office, & Registered Agent’s Signature:

The name and the Florida street address of the registered agent are:


		CT Corporation System
		Name

		1200 South Pine Island Road
		Florida street address (P.O. Box NOT acceptable)

		Plantation, Florida 33324
		City, State and Zip

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, Florida Statutes.


		/s/ Connie Bryan, Special Assistant Secretary
		Registered Agent’s Signature

Page 1 of 2

ARTICLE IV – Manager(s) or Managing Member(s):

The name and address of each Manager or Managing member is as follows:


Title:		Name and Address:
“MGR” – Manager
“MGRM” – Managing Member

MGRM		HEALTHSOUTH Corporation
		One Healthsouth Parkway
		Birmingham, Alabama 35243

(Use attachment if necessary)

NOTE: An additional article must be added if an effective date is requested.

REQUIRED SIGNATURE:


		/s/[unreadable]
		Signature of a member or an authorized representative of a member.

		(In accordance with section 608.408(3), Florida Statues, the execution of this document constitutes an affirmation under the penalties of perjury that the facts stated herein are true.)

		C. Drew Demaray-Vice President/Asst. Secretary
		Typed or printed name of signee

Filing Fees:

$100.00 Filing Fee for Articles of Organization

$ 25.00 Designation of Registered Agent

$ 30.00 Certified Copy (Optional)

$ 5.00 Certificate of Status (Optional)

Page 2 of 2

CONTINUED

EX-3.205 194 dex3205.htm CERTIFICATE OF INCORPORATION OF SCA-ROSELAND, INC. Certificate of Incorporation of SCA-Roseland, Inc.

Exhibit 3.205

CERTIFICATE OF INCORPORATION

SCA-ROSELAND, INC.

The undersigned, having capacity to contract and acting as the incorporator of a corporation under Section 14A:2-6 of the New Jersey Business Corporation Act, adopts the following Certificate of Incorporation of such corporation:

1. The name of the corporation is SCA-Roseland, Inc. (the “Corporation”).

2. The Corporation may engage in any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act.

3. The maximum number of shares which the Corporation shall have the authority to issue is one thousand (1,000) shares of Common Stock, 0.01 par value per share.

4. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 610, Nashville, Tennessee 37205. The address of the registered office of the Corporation in New Jersey is The Corporation Trust Company, 28 West State Street, Trenton, New Jersey 08608. The Corporation’s registered agent at the registered office is The Corporation Trust Company.

5. The name and address of each initial director of the Corporation is:


Name		Address
Joel C. Gordon		102 Woodmont Boulevard Suite 610 Nashville, TN 37205

Kenneth J. Melkus		102 Woodmont Boulevard Suite 610 Nashville, TN 37205

6. The name and address of the incorporator of the Corporation is:

William J. Hamburg

102 Woodmont Boulevard

Suite 610

Nashville, TN 37205

7. The duration of the Corporation is perpetual.

8. The Corporation is for profit.


Dated: October 20, 1992		/s/ William J. Hamburg
		William J. Hamburg
		Incorporator

CERTIFICATE OF MERGER

Pursuant to the provisions of N.J.S.A. 14A:10-4.1 the undersigned corporations hereby execute this Certificate of Merger.

1. The names of the merging corporations are SCA-Roseland, Inc., a New Jersey corporation (“SCA-Roseland”) and Re-Surg, Inc., a New Jersey corporation (“Re-Surg”). The surviving corporation shall be SCA-Roseland and shall have the name SCA-Roseland, Inc.

2. Attached hereto as Exhibit A and incorporated by reference is a true copy of the Plan of Merger by and between SCA-Roseland and Re-Surg.

3. The Shareholders of SCA-Roseland approved the Plan of Merger on January 29, 1993. The Shareholders of Re-Surg approved the Plan of Merger on January 29, 1993.

4.(a) The number of shares of SCA-Roseland entitled to vote on the Plan of Merger was 1,000.

(b) The number of shares of Re-Surg entitled to vote on the Plan of Merger was 30,000.

5.(a) The number of shares of SCA-Roseland and voted in favor of the Plan of Merger was 1,000 and the number of shares that voted against the Plan of Merger was 0.

(b) The number of shares of Re-Surg that voted in favor of the Plan of Merger was 30,000 and the number of shares that voted against the Plan of Merger was 0.

6. This Certificate shall be effective on the date of its filing in the office of the Secretary of State of New Jersey.

Dated this 29^th day of January 1993.


	SCA-ROSELAND, Inc.

	By:

ATTEST:	RE-SURG, Inc.

/s/ [illegible]	By:	/s/ Gene D’Alessandro
[illegible]		GENE D’ALESSANDRO
Assistant Secretary		President

6. This Certificate shall be effective on the date of its filing in the office of the Secretary of State of New Jersey.

Dated this 29^th day of January, 1993.


	SCA-ROSELAND, Inc.

	By:	/s/ [illegible]
	Title:	Vice-President

ATTEST:	RE-SURG, Inc.

	By:
	Title:

EXHIBIT A

PLAN OF MERGER

THIS PLAN OF MERGER (the “Plan of Merger”), dated as of the day of , 1992, by and between Re-Surg, Inc., a New Jersey corporation (“RSI”), Surgical Care Affiliates, Inc., a Delaware corporation (“SCA”), and SCA-Roseland, Inc., a New Jersey corporation and a wholly owned subsidiary of SCA (“SCA-Roseland”);

WITNESSETH:

WHEREAS, RSI is a corporation duly organized and validly existing under the laws of the State of New Jersey;

WHEREAS, SCA-Roseland is a corporation duly organized and validly existing under the laws of the State of New Jersey;

WHEREAS, on the date of this Plan of Merger, RSI has the authority to issue 40,000 shares of common stock, no par value (the “RSI Common Stock”), of which 30,000 shares are issued and outstanding;

WHEREAS, on the date of this Plan of Merger, SCA-Roseland has the authority to issue 1,000 shares of common stock, $.01 par value (“SCA-Roseland Common Stock”), of which 1,000 shares are issued and outstanding;

WHEREAS, the Boards of Directors of RSI and SCA-Roseland have each determined that it is advisable that RSI merge with and into SCA-Roseland upon the terms and conditions herein provided (the “Merger”); and

WHEREAS, the Boards of Directors of RSI and SCA-Roseland have each directed that this Plan of Merger be submitted to a vote of the shareholders of RSA and SCA-Roseland, as applicable;

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, SCA-Roseland and RSI hereby agree to merger into a single corporation as follows:

FIRST: That on the Effective Date (as hereinafter defined) of the Merger, RSI shall be merged with and into SCA-Roseland on the terms and conditions hereinafter set forth as permitted by and in accordance with the New Jersey Business Corporation Act, as amended. Thereupon, the separate existence of RSI shall cease, and SCA-Roseland, as the surviving corporation, shall continue to exist under and be governed by the New Jersey Business Corporation Act, as amended.

SECOND: After the execution of this Plan of Merger, SCA-Roseland and RSI shall each submit this Plan of Merger to their respective shareholders for their approval pursuant to the applicable provisions under the New Jersey Business Corporation Act, as amended.

THIRD: Following the approval of the Merger by the respective shareholders of SCA-Roseland and RSI, and provided that this Plan of Merger has not been terminated and abandoned, SCA-Roseland will cause the Certificate of Merger and this Plan of Merger and any other required documents to be executed, acknowledged, and filed with the Secretary of State of the State of New Jersey pursuant to Section 14A:10-4.1 of the New Jersey Business Corporation Act, as amended.

FOURTH: The Merger shall become effective immediately upon the filing of the Certificate of Merger with the Secretary of State of New Jersey (the time of such filing being herein sometimes referred to as the “Effective Date”).

FIFTH: Pursuant to and subject to the terms and conditions of this Plan of Merger, the holders of shares of RSI Common Stock shall be entitled to receive the Merger Consideration as defined below. The manner of converting the shares of RSI Common Stock on the Effective Date shall be as follows:

(a) Except as otherwise provided herein, each issued and outstanding share of common stock of RSI (other than shares of the holders of which have perfected their rights to dissent) shall be converted into the right to receive the product of the Merger Consideration, as defined below, and a fraction with a numerator of one and a denominator equal to the number of shares of RSI Common Stock outstanding immediately prior to the Merger. The merger consideration (the “Merger Consideration”) shall be (a) $8.4 million, which shall be decreased to the extent RSI’s unrestricted cash is less than $100,000 on the Effective Date and which shall be increased to the extent RSI’s unrestricted cash is more than $100,000 on the Effective Date, and (b) warrants to purchase 20,000 shares of the Common Stock of SCA (the “Shares”) at the Average Price as defined below. The payment of the $8.4 million shall be made 40% in cash and 60% in SCA Common Stock (the “Shares”) which has been registered under the Securities Act of 1933. The Shares shall be valued at the average of the closing sale prices of the Shares (the “Average Price”) as reported by the New York Stock Exchange (“NYSE”), on the five trading days ending three business days before the effective Date. Fractional shares shall be rounded to the nearest whole number.

SIXTH: Upon and after the Effective Date, SCA-Roseland shall continue in existence as the surviving corporation to the Merger, and shall possess all the rights, privileges, powers, and franchises, and be subject to all the restrictions, disabilities, and duties of SCA-Roseland and RSI, and all property, real, personal, and mixed, of SCA-Roseland or RSI shall be vested in and be the property of SCA-Roseland without reversion or impairment, and all debts, due to either SCA-Roseland or RSI shall be vested in and be the property of SCA-Roseland, and

all debts, liabilities, and duties of SCA-Roseland or RSI shall thenceforth attach to SCA-Roseland and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it.

SEVENTH: The Certificate of Incorporation of SCA-Roseland as constituted on the Effective Date, but subject to change from time to time by the Board of Directors or the shareholders of SCA-Roseland, shall govern the surviving corporation.

EIGHTH: The Bylaws of SCA-Roseland in effect on the Effective Date, but subject to change from time to time by the Board of Directors or the shareholders of SCA-Roseland, shall govern the surviving corporation.

NINTH: SCA-Roseland and RSI, by mutual consent of their respective Boards of Directors, may amend, modify, and supplement this Plan of Merger in such manner as may be agreed upon by them in writing at any time before or after approval thereof of the shareholders of RSI or SCA-Roseland or both; provided, however, that no such amendment, modification, or supplement shall affect the rights of the shareholders of SCA-Roseland or RSI in a manner that is materially adverse to such shareholders. In addition, this Plan of Merger may be terminated and the Merger abandoned for any reason by resolution adopted by both of the respective Boards of Directors of RSI and SCA-Roseland at any time prior to the Effective Date, even though this Plan of Merger has been approved by the shareholders of SCA-Roseland or RSI.

IN WITNESS WHEREOF, the parties hereto have caused this Plan of Merger to be signed by their respective duly authorized officers as of the date and year first above written.


RE-SURG, INC. a New Jersey corporation

By:
Title:


SCA-ROSELAND, INC., a New Jersey corporation

By:
Title:

SURGICAL CARE AFFILIATES, INC., a Delaware corporation

By:
Title:

CERTIFICATE OF MERGER

RE-SURG, INC.

(a New Jersey corporation)

WITH

SCA-ROSELAND, INC.

(a New Jersey corporation)

Pursuant to Section 14A:10-4.1 of the New Jersey Business Corporation Act, SCA-Roseland, Inc., a New Jersey corporation (“SCA”), does hereby set forth the following information relating to the merger of Re-Surg, Inc., a New Jersey corporation (“RSI”), with and into SCA-Roseland:

1. The attached Plan of Merger between RSI and SCA-Roseland, which is incorporated herein by reference, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the provisions of Section 14A:10-3 of the New Jersey Business Corporation Act.

2. The number of outstanding shares of SCA-Roseland is 1,000 shares of Common Stock. The number of outstanding shares of RSI is 30,000 shares of Voting Common Stock.

3. The Plan of Merger was adopted by the Board of Directors and duly approved by the shareholders of RSI who held voting Common Stock on , 1992 with shares of Voting Common Stock voting for the Plan of Merger and shares of Voting Common Stock voting against the Plan of Merger in accordance with the laws of the State of New Jersey, and was adopted by the Board of Directors and duly approved by the shareholders of SCA-Roseland on , 1992 with 1,000 shares of Common Stock voting for the Plan of Merger and 0 shares of Common Stock voting against the Plan of Merger in accordance with the laws of the State of New Jersey.

4. The name of the surviving corporation shall be SCA-Roseland, Inc.

5. The Plan of Merger shall be effective when these Certificate of Merger are filed by the Secretary of State of New Jersey.


SCA-ROSELAND, INC.

By:
Title:

RE-SURG, INC.

By:
Title:

Dated: , 1992

EX-3.206 195 dex3206.htm BYLAWS OF SCA-ROSELAND, INC. Bylaws of SCA-Roseland, Inc.

Exhibit 3.206

BYLAWS

SCA-ROSELAND, INC.

1. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the Board of Directors.

2. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

4. The business of the Corporation shall be managed by a Board of Directors consisting of no less than two and no more than five. Vacancies in the Board of Directors may be filled by a vote of a majority of the Shareholders. Directors may be removed for or without cause by the shareholders.

5. Regular meetings of the Board of Directors, if any, may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside the State of Tennessee upon call of the President or the director, which call shall set forth the date, time and place of meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance.

6. The Board of Directors shall elect a President and Secretary, and such other officers as it may deem appropriate. The President, Secretary, and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the Board of Directors.

7. The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

EX-3.207 196 dex3207.htm CHARTER OF SCA-DALTON, INC. Charter of SCA-Dalton, Inc.

Exhibit 3.207

CHARTER

SCA-DALTON, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act, adopts the following charter for such corporation:

1. The name of the corporation is SCA-Dalton, Inc. (the “Corporation”).

2. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 610, Nashville, Davidson County, Tennessee 37205. The Corporation’s registered agent at the registered office is Tarpley B. Jones.

3. The name and address of the incorporator of the Corporation is:


Name		Address
Tarpley B. Jones		102 Woodmont Blvd., Suite 610 Nashville, Tennessee 37205

4. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 610, Nashville, Tennessee 37205.

5. The Corporation is for profit.

6. The maximum number of shares that the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, $.0l par value.

8. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (c) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

9. The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who. was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer,

partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (a) in any proceeding by the Corporation against such indemnitee, (b) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-18-502 of the Tennessee Business Corporation Act, or (c) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (x) for any breach of the duty of loyalty to the Corporation or its shareholders, (y) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (z) under Section 48-18-304 of the Tennessee Business Corporation Act.

Tarpley B. Jones

Incorporator

Dated: May 18, 1995

EX-3.208 197 dex3208.htm BYLAWS OF SCA-DALTON, INC. Bylaws of SCA-Dalton, Inc.

Exhibit 3.208

BYLAWS

SCA-DALTON, INC.

4. The business of the Corporation shall be managed by a Board of Directors consisting of not less than two nor more than five members, such number of directors within such range to be fixed by action of the Board of Directors. The range of size for the Board may be increased or decreased by the shareholders. Vacancies in the Board of Directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5. Regular meetings of the Board of Directors, if any, may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside the State of Tennessee upon call of the Chairman of the Board of Directors, the President or any two (2) directors, which call shall set forth the date, time and place of meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. One-third of the number of directors of the Corporation then in office, but not less than two, shall constitute a quorum.

7. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken; or (ii) the number of directors required by the Charter or Bylaws to take action, the directors may designate from among their number one or more directors to constitute an Executive Committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the Board of Directors.

8. The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

EX-3.209 198 dex3209.htm CHARTER OF SCA-SHELBY DEVELOPMENT CORP. Charter of SCA-Shelby Development Corp.

Exhibit 3.209

CHARTER

SCA-SHELBY DEVELOPMENT CORP.

The undersigned natural person, having capacity to contract and acting as the incorporator of a corporation under Section 48-201 of the Tennessee General Corporation Act, adopts the following Charter for such corporation:

1. The name of the Corporation is SCA-SHELBY DEVELOPMENT CORP.

2. The duration of the Corporation is perpetual.

3. The address of the principal office of the Corporation in the State of Tennessee shall be c/o Waller Lansden Dorteh & Davis, 2100 One Commerce Place, Nashville, Tennessee 37239.

4. The corporation is for profit.

5. The purposes for which the Corporation is organized are:

(a) To develop, acquire, own and operate or manage outpatient, surgical and other health care facilities and to engage in all activities deemed by the Corporation to be necessary, advisable and attendant thereto.

(b) To do such other acts in pursuit of its general purposes as are not forbidden by the laws of the State of Tennessee, as now in force or hereafter amended.

6. The maximum number of shares which the Corporation shall have the authority to issue is one thousand (1,000) shares of Common Stock, $1.00 par value per share. Holders of the shares of Common Stock shall not be entitled to preemptive rights within the meaning of Section 48-713 of the Act.

7. The Corporation will not commence business until consideration of One Thousand Dollars ($1,000) has been received for the issuance of shares.

8. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

(a) To adopt, amend or repeal the Bylaws of the Corporation by vote of a majority of the members of the Board of Directors, but any Bylaws adopted by the Board of Directors may be amended or repealed by the stockholders of the Corporation;

(b) To distribute to the stockholders of the Corporation out of capital surplus of the Corporation a potion of its assets, in cash or property, subject to the requirements of law, and such distribution is expressly permitted without the vote of the stockholders;

(c) To cause the Corporation to make purchases of its shares, directly or indirectly, to the extent of unreserved and unrestricted capital surplus available thereof, without the vote of the stockholders;

(d) If at any time the Corporation has more than one class of authorized or outstanding stock, to pay dividends in shares of any class to the holders of shares of any class, without the vote of the stockholders of the class in which the payment is to be made; and

(e) to take any action which the Board of Directors be required or permitted to take without a meeting on written consent, setting forth the action so taken, signed by all of the directors entitled to vote thereon.

9. A quorum of the Board of Directors of the Corporation shall consist of two directors, but in the event that the Board should consist of in excess of six directors, one-third of the directors in office shall constitute a quorum.

10. The stockholders of the Corporation may take any action which they are required or permitted to take without a meeting on written consent, setting forth the action so taken, signed by all of the persons or entities entitled to vote thereon.

/s/ William P. Johnston

William P. Johnston

Incorporator

Dated: November 16, 1982

ARTICLES OF AMENDMENT TO THE CHARTER

SCA-Shelby Development Corp.

Pursuant to the provisions of Section 48-1-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is:

SCA-Shelby Development Corp.

2. The amendment adopted is (Insert Amendment):

The new address should be:

4515 Harding Road, Suite 800

Nashville, TN 37205

3. The amendment was duly adopted (by the unanimous written consent) of the (shareholder) (members) on March 25, 1987. (Strike inapplicable words)

4. If a corporation for profit, the manner, if not set forth in such amendment, in which any exchange, reclassification or cancellation of issued shares provided for in the amendment shall be effected is as follows:

5. If the amendment is not be effective when these articles are filed by the Secretary of State, the date it will be effective is , 19 (not later than thirty (30) days after such filing).

Dated: 3/25/87

SCA-Shelby Development Corp.

Name of Corporation


By:		/s/[name]
		[COMPANY]

By:
Name:
Title:

EX-3.210 199 dex3210.htm BYLAWS OF SCA-SHELBY DEVELOPMENT CORP. Bylaws of SCA-Shelby Development Corp.

Exhibit 3.210

BYLAWS

ARTICLE I.

MEETINGS OF SHAREHOLDERS

1. Annual Meeting. The annual meeting of the shareholders shall be held at such date, time and place, either within or without the State of Tennessee, as may be designated from time to time by the board of directors.

2. Special Meetings. Special meetings of the shareholders may be called by the president, a majority of the board of directors, or by the holders of not less than one-tenth (¹/10) of all the shares entitled to vote on any issue proposed to be considered at such a meeting. The board of directors shall designate the place of a special meeting.

3. Notice of Shareholder Meetings. Written or printed notice stating the place, date, and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the special meeting is called and the person or persons calling the special meeting, shall be delivered either personally or by mail by or at the direction of the president, the secretary, or the officer or person calling the meeting to each shareholder entitled to vote at the meeting. If mailed, the notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and the notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If delivered personally, the notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting and shall be deemed to be delivered when actually received by the shareholder. The person giving the notice shall certify that the notice required by this paragraph has been given. Any shareholder may waive his right to notice of annual or special meetings of shareholders either before, during, or after any such meeting.

4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transaction of business. A meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting is not necessary if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. When a quorum is present at any meeting and votes cast in favor of an action exceed votes cast in opposition to such action, then such action shall constitute corporate action and shall decide any question brought before that meeting, unless the question is one upon which, by express provision of the Corporation’s Articles of Incorporation, these By-Laws, or by the laws of the State of Tennessee, a larger or different vote is required, in which case any such express provision shall govern the decision of that question.

5. Voting and Proxies. Every shareholder entitled to vote at a meeting may do so either in person or by written proxy, which proxy shall be filed with the secretary of the meeting before being voted. Any such proxy shall entitle the holders of that proxy to vote at any adjournment of that meeting, but shall not be valid after the final adjournment of that meeting. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless the proxy provides otherwise.

ARTICLE II.

BOARD OF DIRECTORS

1. Qualification and Election. Directors need not be shareholders or residents of the State of Tennessee but must be of legal age. A plurality of the votes cast at an annual meeting of the shareholders (or a special meeting called for such purpose) entitled to vote shall elect the directors. Each director shall hold office until the expiration of the term for which he is elected and thereafter until his successor has been elected and qualified.

2. Number and Term. The number of directors and the terms for which they shall serve shall be fixed from time to time by the shareholders or by a majority of the entire board of directors.

3. Meetings. The annual meeting of the board of directors shall be held immediately after the adjournment of the annual meeting of the shareholders, at which time the board of directors shall elect the officers of the Corporation. The board of directors also may designate more frequent intervals for regular meetings. Special meetings may be called at any time by the chairman of the board, the president, or a majority of the directors.

4. Notice of Directors’ Meetings. The annual and all regular board meetings may be held without notice. Special meetings shall be held upon notice sent by any usual means of communication not less than two (2) days before the special meeting. A director may waive the right to receive notice before, during, or after a meeting.

5. Quorum and Vote. The presence of a majority of the directors shall constitute a quorum for the transaction of business. A meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting is not necessary if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one month in any one adjournment. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by the Articles of Incorporation, these By-Laws, or the laws of the State of Tennessee.

6. Executive and Other Committees. The board of directors, by a resolution adopted by a majority of its members, may designate committees, consisting of one or more persons who may or may not be directors, and may delegate to any such committee or committees any and all authority that the board of directors deems desirable, including the right to delegate to an executive committee the power to exercise all the authority of the board of directors (including an Executive Committee), in the management of the affairs and property of the Corporation. All members of committees that exercise powers of the board of directors must be members of the board of directors.

ARTICLE III.

OFFICERS

1. Number. The Corporation shall have a president and a secretary, and any other officer that the board of directors from time to time shall deem necessary. The same person may hold any two or more offices, except the offices of president and secretary.

2. Election and Term. The board of directors shall elect the officers at its annual meeting (or at a special meeting called for such purpose). Each officer shall serve until the expiration of the term for which he is elected and thereafter until his successor has been elected and qualified.

3. Duties. All officers shall have that authority and perform those duties in the management of the Corporation which are normally incident to their offices and as the board of directors from time to time may provide. The secretary shall be responsible for the recording of the minutes of shareholders’ and directors’ meetings and shall have custody of the minute books of the Corporation.

ARTICLE IV.

RESIGNATIONS, REMOVALS, AND VACANCIES

1. Resignation. Any officer or director may resign at any time by giving written notice to the chairman of the board of the directors, the president, or the secretary. Any such resignation shall take effect at the time specified in the resignation, or, if no time is specified, then upon its acceptance by the board of directors.

2. Removal of Officers. The board of directors may remove any officer or agent whenever in the judgment of the board of directors the best interests of the Corporation will be served by the removal.

3. Removal of Directors. Any or all of the directors may be removed either with or without cause by a proper vote of the shareholders.

4. Vacancies. Newly created directorships resulting from an increase in the number of directors, and vacancies occurring in any office or directorship for any reason, including removal of an officer or director, may be filled by the vote of a majority of the directors then in office, even if less than a quorum exists.

ARTICLE V.

INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS

1. Right to Indemnification. The Corporation, to the fullest extent permitted by applicable law as then in effect, shall indemnify any person (an “Indemnitee”) who was or is involved in any manner (including, without limitation, as a party or a witness), or is threatened to be made so involved, in any threatened, pending, or completed investigation, claim, action, suit,

or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, any action, suit, or proceeding by or in the right of the Corporation to procure a judgment in its favor) (a “Proceeding”) by reason of the fast that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, or employee or agent of another Corporation, partnership, joint venture, trust, or other enterprise against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with any such Proceedings. This indemnification shall be a contract right and shall include the right to receive payment in advance of any expenses incurred by an Indemnitee in connection with a Proceeding, consistent with the provisions of applicable law as then in effect.

2. Contracts and Funding. The Corporation may enter into contracts with any director, officer, employee, or agent of the Corporation in furtherance of the provisions of this Article V, and may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article V.

3. Employee Benefit Plans. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans and employee welfare benefit plan; references to “fines” shall include any excise taxes assessed, on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee, or agent, of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of a Corporation.

4. Indemnification Not Exclusive Right. The right of indemnification and advancement of expenses provided in this Article V shall not be exclusive of any other rights to which a person seeking indemnification may otherwise be entitled, under any statute, by-law, agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The provisions of this Article V shall inure to the benefit of the heirs and legal representatives of any person entitled to indemnity under this Article V and shall be applicable to Proceedings commenced or continuing after the adoption of this Article V, whether arising from acts or omissions occurring before or after such adoption.

5. Advancement of Expenses; Procedures. In furtherance, but not in limitation, of the foregoing provisions, the following procedures and remedies shall apply with respect to advancement of expenses and the right to indemnification under this Article V:

(a) Advancement of Expenses. All reasonable expenses incurred by or on behalf of an Indemnitee in connection with any Proceeding shall be advanced to the Indemnitee by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of a Proceeding. The statement or statements shall reasonably

evidence the expenses incurred by the Indemnitee and, if required by law at the time of such advance, shall include or be accompanied by an undertaking by or on behalf of the Indemnitee to repay the amounts advanced if it should ultimately be determined that the Indemnitee is not entitled to be indemnified against such expenses.

(b) Written Request for Indemnification. To obtain indemnification under this Article V, an Indemnitee shall submit to the Secretary of the Corporation a written request, including such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification (the “Supporting Documentation”). The determination of the Indemnitee’s entitlement to indemnification shall be made within a reasonable time after receipt by the Corporation of the written request for indemnification together with the Supporting Documentation. The Secretary of the Corporation, promptly upon receipt of such a request for indemnification, shall advise the board of directors in writing that the Indemnitee has requested indemnification.

(c) Procedure for Determination. An Indemnitee’s entitlement to indemnification under this Article V shall be determined:

(i) by the board of directors by majority vote of a quorum (as defined in Article II of these By-Laws), consisting of directors not at the time parties to the Proceeding;

(ii) if a quorum cannot be obtained under subdivision (i), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the Proceeding;

(iii) by independent special legal counsel:

(A) selected by the board of directors or its committee in the manner prescribed in subdivision (i) or (ii); or

(B) if a quorum of the board of directors cannot be obtained under subdivision (i) and a committee cannot be designated under subdivision (ii), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or

(iv) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted on the determination.

ARTICLE VI.

CAPITAL STOCK

1. Stock Certificates. The board of directors may determine to issue to each shareholder a certificate or certificates of capital stock of the Corporation in the form prescribed by the board of directors and in accordance with Section 48-16-206 of the Tennessee General Corporation Act. Unless otherwise determined by the board of directors, the certificates shall be signed by the president and the secretary of the Corporation.

2. Transfer of Shares. Subject to any restrictions on transfer imposed by either the applicable securities laws or any shareholder agreement, shares of stock may be transferred on the books of the Corporation by delivery and surrender of the properly assigned certificate or, with respect to a transfer of uncertificated shares, a written order to the Corporation, in a form acceptable to the Corporation, authorizing and instructing the Corporation to effect the Transfer.

3. Loss of Certificates. In the case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon the terms that the board of directors shall prescribe.

ARTICLE VII.

ACTION BY CONSENT

Whenever the shareholders or directors are required or permitted to take any action by vote, the action may be taken without a meeting on written consent. Such written consent shall (i) set forth the action so taken, (ii) be signed by all the persons or entities entitled to vote on that action, (iii) indicate each shareholder’s or director’s vote or abstention, as the case may be, and (iv) be delivered to the Corporation for inclusion in the corporate records.

ARTICLE VIII.

AMENDMENT OF BY-LAWS

These By-Laws may be amended, supplemented, or repealed either by: (i) a shareholders’ vote in which an affirmative vote of the shares represented at any duly constituted shareholders’ meeting exceeds the shares voted in opposition thereto, or (ii) a majority vote of the entire board of directors. The shareholders, however, may amend or repeal any change in the by-laws made by the board of directors.

EX-3.211 200 dex3211.htm CERTIFICATE OF INCORPORATION OF SELECTREHAB, INC. Certificate of Incorporation of SelectRehab, Inc.

Exhibit 3.211

CERTIFICATE OF INCORPORATION

CMS UNIT MANAGEMENT, INC.

* * * * *

1. The name of the corporation is

CMS UNIT MANAGEMENT, INC.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act, or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The name and mailing address of each incorporator is as follows:


NAME		MAILING ADDRESS
C.E. Kepka		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

L.J. Vitalo		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

M. A. Brzoska		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

6. The corporation is to have perpetual existence:

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

/s/ C.E. Kepka

C.E. Kepka

/s/ L.J. Vitalo

L.J. Vitalo

/s/ M.A. Brzoska

M.A. Brzoska

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

CMS Unit Management, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

RESOLVED, that the Certificate of Incorporation of CMS Unit Management, Inc. be amended by changing the FIRST Article thereof so that, as amended, said Article shall be and read as follows:

The name of the corporation is

SelectRehab, Inc.

THIRD; That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

EX-3.212 201 dex3212.htm AMENDED AND RESTATED BYLAWS OF SELECTREHAB, INC. Amended and Restated Bylaws of SelectRehab, Inc.

Exhibit 3.212

AMENDED, RESTATED BY-LAWS OF

SELECTREHAB, INC.

(A Delaware Corporation)

(formerly CMS Unit Management, Inc.)

DATED AS OF: April 4, 1994

WHEREAS, THIS COMPANY WAS FORMERLY KNOWN AS CMS UNIT MANAGEMENT, INC. AND PURSUANT TO THE WRITTEN CONSENT OF SOLE DIRECTOR, DATED APRIL 4, 1994, THE COMPANY FILED A CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION CHANGING THE NAME OF THE COMPANY TO SELECTREHAB, INC.; AND

WHEREAS, THE NAME OF THE COMPANY SHALL HENCEFORTH BE KNOWN AS SELECTREHAB, INC.

ARTICLE 1.

MEETINGS OF STOCKHOLDERS

Section 1.5. Quorum; Voting. Except as otherwise specified herein or in the Certificate of Incorporation or provided by law, (a) a quorum shall consist of the

holders of a majority of the stock issued and outstanding and entitled to vote, and (b) when a quorum is present, all matters shall be decided by the vote of the holders of a majority of the stock having voting power present in person or by proxy.

In each election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected.

ARTICLE 2.

DIRECTORS

Section 2.4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

ARTICLE 3.

OFFICERS

Section 3.4. Removal. Any officer elected by the Board of Directors may be removed at any time by the vote of a majority of the Board of Directors.

Section 3.7. The Vice President. In the absence or disability of the President or when so directed by the President, any Vice President designated by the Board of Directors may perform all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President; provided, however, that no Vice President shall act as a member of or as chairman of any special committee of which the President is a member of chairman by designation or ex-officio, except when designated by the Board. The Vice Presidents shall perform such other duties as from time to time may be assigned to them respectively by the Board or the President.

subject to all the restrictions upon, the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President, or the Secretary.

Section 3.11. Assistant Treasurer. In the absence or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President or the Treasurer.

Section 3.12. Compensation of officers and others. The compensation of all officers shall be fixed from time to time by the Board of Directors, or any committee or officer authorized by the Board so to do. No officer shall be precluded from receiving such compensation by reason of the fact he is also a director of the Corporation.

ARTICLE 4.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 4.5. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of these By-Laws.

ARTICLE 5.

STOCK CERTIFICATES; TRANSFERS

Section 5.2. Transfer of Stocks. Transfers of stock shall be made only on the books of the Corporation by the owner thereof or by his attorney thereunto authorized.

dividend or other distribution or the date for any allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period not exceeding fifty days in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, which shall not be more than sixty or less than ten days before the date of any meeting of stockholders, nor more than sixty days prior to any other action, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise the rights in respect of any change or conversion or exchange of capital stock, or to give any consent of stockholders for any purpose, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or other distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 5.5 . Transfer Agent and Registrar; Regulations. The Corporation may, if and whenever the Board of Directors so determines, maintain, in the State of Delaware, or any other state of the United States, one or more transfer offices or agencies, each in charge of a Transfer Agent designated by the Board, where the stock of the Corporation shall be transferable. If the Corporation maintains one or more such transfer offices or agencies, it also may, if and whenever the Board of Directors so determines, maintain one or more registry offices each in charge of a Registrar designated by the Board, where such stock shall be registered. No certificates for stock of the Corporation in respect of which a Transfer Agent shall have been designated shall be valid unless countersigned by such Transfer Agent, and no certificates for stock of the Corporation in respect to which both a Transfer Agent and a Registrar shall have been designated shall be valid unless countersigned by such Transfer Agent and registered by such Registrar. The Board may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates.

Section 5.6. Lose. Destroyed and Mutilated Certificates. The Board of Directors, by standing resolution or by resolutions with respect to particular cases, may authorize the issue of new stock certificates in lieu of stock certificates lost, destroyed or mutilated, upon such terms and conditions as the Board may direct.

Section G.1. By Stockholders or Directors. These Bylaws may be amended or repealed at any regular meeting of the stockholders or directors, or at any special meeting thereof if notice of such amendment or repeal be contained in the notice of such special meeting.

EX-3.213 202 dex3213.htm CERTIFICATE OF INCORPORATION OF SHERWOOD REHABILITATION HOSPITAL, INC. Certificate of Incorporation of Sherwood Rehabilitation Hospital, Inc.

Exhibit 3.213

CERTIFICATE OF INCORPORATION

SHERWOOD REHABILITATION HOSPITAL, INC.

* * * * *

1. The name of the corporation is

SHERWOOD REHABILITATION HOSPITAL, INC.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

/s/ M. A. Brzoska

M. A. Brzoska

/s/ J. A. Grodzicki

J. A. Grodzicki

/s/ L. J. Vitalo

L. J. Vitalo

EX-3.214 203 dex3214.htm BYLAWS OF SHERWOOD REHABILITATION HOSPITAL, INC. Bylaws of Sherwood Rehabilitation Hospital, Inc.

Exhibit 3.214

SHERWOOD REHABILITATION HOSPITAL, INC.

* * * * *

B Y—L A W S

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1990, shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stock-holders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than five. The first board shall consist of one director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created director-ships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office,

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper voucher for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so re-quires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

LOST CERTIFICATES

authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

FIXING RECORD DATE

other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation avail-able for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

EX-3.215 204 dex3215.htm ARTICLES OF INCORPORATION OF SOUTHEAST TEXAS REHABILITATION HOSPITAL, INC. Articles of Incorporation of Southeast Texas Rehabilitation Hospital, Inc.

Exhibit 3.215

ARTICLES OF INCORPORATION

Southeast Texas Rehabilitation Hospital, Inc.

* * * * * *

ARTICLE ONE

The name of the corporation is Southeast Texas Rehabilitiation Hospital, Inc.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are:

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000) of the par value of One Dollar ($1.00) each.

ARTICLE FIVE

ARTICLE SIX

The street address of its initial registered office is 1601 Elm Street, c/o C T Corporation System, Dallas, Texas 75201, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

ARTICLE SIX

The street address of its initial registered office is c/o C T Corporation System, 811 Dallas Avenue, Houston, Texas 77002, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

ARTICLE SEVEN

The number of directors of the corporation may be fixed by the by-laws.

The number of directors constituting the initial board of directors is One (1), and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:

NAME

ADDRESS

Robert A. Ortenzio

600 Wilson Lane

Mechanicsburg, PA 17055

ARTICLE EIGHT

The names and addresses of the incorporators are:


NAMES		ADDRESSES
Timothy F. O’Connell		123 South Broad Street Philadelphia, PA 19109

Ann J. Williams		123 South Broad Street Philadelphia, PA 19109

IN WITNESS WHEREOF, we have hereunto set our hands, this 16th day of February, 1989.

/s/ [Timothy F. O’Connell]

Timothy F. O’Connell

/s/ [Ann J. Williams]

Ann J. Williams


STATE OF Pennsylvania	)
	)	ss:
COUNTY OF Philadelphia	)

I, Doris Scotese, a notary public, do hereby certify that on this 16th day of February, 1989, personally appeared before me, Timothy F. O’Connell and Ann J. Williams, who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.


/s/ [Doris M. Scotese]
Notary Public

(NOTARIAL SEAL)

EX-3.216 205 dex3216.htm BYLAWS OF SOUTHEAST TEXAS REHABILITATION HOSPITAL, INC. Bylaws of Southeast Texas Rehabilitation Hospital, Inc.

Exhibit 3.216

Southeast Texas Rehabilitation Hospital, Inc.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Dallas, Texas.

Section 2. The corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in Mechanicsburg, State of Pennsylvania, at such place as may be fixed from time to time by the Board of Directors. Said meetings may also be held at such other place either within or without the State of Texas as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2. Annual meetings of shareholders, commencing with the year 1989, shall be determined by the Board of Directors, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

ARTICLE V

DIRECTORS

Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may also be filled by the board of directors for a term of office until the next election of directors by shareholders; provided no more than two directorships may be so filled during a period, between any two successive annual meetings of shareholders.

the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the articles of incorporation.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 7. Unless otherwise restricted by the articles of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of

any committee thereof may be taken without a meeting, if all members of the board or Committee, as the case may be, consent thereto in writing which shall set forth the action taken and be signed by all members of the board of directors or of the committee as the case may be.

ARTICLE VII

COMMITTEES OF DIRECTORS

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

ARTICLE IX

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president and a secretary neither of whom need be a member of the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARIES

THE TREASURER AND ASSISTANT TREASURERS

ARTICLE X

CERTIFICATES FOR SHARES

LOST CERTIFICATES

TRANSFERS OF SHARES

CLOSING OF TRANSFER BOOKS

date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

LIST OF SHAREHOLDERS

shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

ARTICLE XII

AMENDMENTS

EX-3.217 206 dex3217.htm CERTIFICATE OF LIMITED PARTNERSHIP OF SOUTHERN ARIZONA REGIONAL REHAB HOSPITAL Certificate of Limited Partnership of Southern Arizona Regional Rehab Hospital

Exhibit 3.217

CERTIFICATE OF LIMITED PARTNERSHIP

SOUTHERN ARIZONA REGIONAL REHABILITATION HOSPITAL, L.P.

The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

I. The name of the limited partnership is Southern Arizona Regional Rehabilitation Hospital, L.P.

II. The address of the Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1200 Orange Street, Wilmington, County of New Castle. The name of the Partnership’s registered agent for services of process in the State of Delaware at such address is The Corporation Trust Company.

III. The name and mailing address of each general partner is as follows:

NAME

MAILING ADDRESS

Continental Rehabilitation

Hospital of Arizona, Inc.

600 Wilson Lane

Box 715

Mechanicsburg, PA 17055

EX-3.218 207 dex3218.htm AGREEMENT OF LTD. PARTNERSHIP OF SOUTHERN ARIZONA REGIONAL REHAB HOSPITAL, L.P. Agreement of Ltd. Partnership of Southern Arizona Regional Rehab Hospital, L.P.

Exhibit 3.218

AGREEMENT

LIMITED PARTNERSHIP

SOUTHERN ARIZONA REGIONAL REHABILITATION HOSPITAL, L.P.

This Agreement of Limited Partnership of Southern Arizona Regional Rehabilitation Hospital, L.P., (the “Partnership”) made and entered into as of August 24, 1990, by and among Continental Rehabilitation Hospital of Arizona, Inc., a Delaware corporation with its principal place of business located at 600 Wilson Lane, P.O. Box 715, Mechanicsburg, PA 17055 as the general partner (the “General Partner”), and HTI Tucson Rehabilitation, Inc., an Arizona corporation with its principal place of business at 4525 Harding Road, Nashville, Tennessee 37205, as the special limited partner (the “Special Limited Partner”), and the other persons who may become limited partners under the terms of this Agreement (each an “Investor Limited Partner” and collectively, with the Special Limited Partner, the “Limited Partners”).

The parties hereto agree as follows:

I. DEFINITIONS

When used in this Agreement, the following terms shall have the meanings set forth below:

1.1. “Act” means the Delaware Revised Uniform Limited Partnership Act, being Sections 17-101 et seq. of the Delaware Code Annotated, as amended from time to time.

1.2. “Affiliate” means (i) any person directly or indirectly controlling, controlled by, or under common control with another person, (ii) any officer, director, or partner of such other person, (iii) any person owning or controlling ten percent (10%) or more of the outstanding voting securities of such other person, and (iv) if such person is an officer or general partner, any company, firm, or corporation for which such person acts in any such capacity.

1.3. “Agreement” means this Agreement of Limited Partnership, as amended from time to time.

1.4. “Available Cash Flow” means all cash funds of the Partnership on hand at the end of each fiscal year less (i) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at the end of such fiscal year (including those which are in dispute), which may include debt service on Partnership indebtedness, all lease payments and management fees, and capital expenditures, but without deduction for depreciation and other non-cash expenses, (ii) provision for a reserve for reasonably anticipated cash expenses and contingencies and (iii) the proceeds from the sale of Units.

1.5. “Capital Account” means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(i) To each Partner’s Capital Account there shall be credited the amount of cash and the Gross Asset Value of any property contributed to the Partnership by such Partner, such Partner’s distributive share of Profits, and any items in the nature of income or gain that are specially allocated pursuant to Section 9.4 hereof, and the amount of any Partnership liabilities that are assumed by such Partner or that are secured by any Partnership property distributed to such Partner.

(ii) From each Partner’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Partnership property distributed to such Partner pursuant to any provision of this Agreement, such Partner’s distributive share of Losses, and any items in the nature of expenses or losses that are specially allocated pursuant to Section 9.5 hereof, and the amount of any liabilities of such Partner that are assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership.

(iii) Upon any adjustment to the Gross Asset Value of Partnership property pursuant to Section 9.6, the Partners’ Capital Accounts shall be adjusted as if all Partnership property were sold for such adjusted Gross Asset Value immediately prior to the occurrence of the event giving rise to such adjustment. Allocations of any resulting gain or loss shall be made pursuant to Article IX as if proceeds in an amount equal to such adjusted Gross Asset Value, less Partnership liabilities, were to be distributed pursuant to the last sentence of Section 13.2.

In the event any Partnership interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Partnership interest.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.

1.6. “Capital Contribution” in respect of any Partner or transferee of such Partner means the amount of all cash, notes, assumptions or guarantees of Partnership indebtedness, and other property, tangible or intangible, contributed or sold by such Partner to the capital of the Partnership.

1.7. “Closing” means the first date on which a Limited Partner other than the Special Limited Partner is admitted to the Partnership.

1.8. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.9. “Continental” means Continental Medical Systems, Inc., and Affiliate of the General Partner.

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1.10. “Depreciation” means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year of other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis.

1.11. “Fixed Value” has the meaning set forth in Section 11.3 of this Agreement.

1.12. “General Partner” means the party designated as the “General Partner” in the first paragraph of this Agreement.

1.13. “General Partner Loan” means the loan defined in Section 6.1 of this Agreement.

1.14. “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the Partnership;

(ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the General Partner, as of the following times:

(A) Upon the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution,

(B) Upon the distribution by the Partnership to a Partner of more than a de mjnimis amount of property as consideration for an interest in the Partnership if the General Partner reasonably determines that such an adjustment is necessary or appropriate to reflect the relative economic interest of the Partners in the Partnership, and

(iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and

(iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to

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Treasury Regulation Section 1.704-1(b) (2) (iv) (m) and in accordance with this Agreement; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subsection (iv) to the extent that the General Partner reasonably determines that an adjustment pursuant to Subsection (ii) above is necessary or appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this Subsection (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Subsections (i), (ii) or (iv) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

1.15. “Healthtrust” means Health [unreadable] Hospital Company, the holder as of the date [unreadable] Capital Stock of the Special Limited Partner [unreadable].

1.16. “Hospital” means the [unreadable] Tucson, Arizona, known as Southern Arizona [unreadable] Hospital.

1.17. “Interest” means limited [unreadable] the Partnership, or any portion thereof as [unreadable] including in the case of the Investor Limited [unreadable].

1.18. “Investor Limited Partners” means the [unreadable] are, from time to time, admitted to the Partnership as Limited Partners, other than the Special Limited Partner.

1.19. “Licensure” has the meaning set forth in Section 10.1.4 of this Agreement.

1.20. “Limited Partners” means the Special Limited Partner and the Investor Limited Partners.

1.21. “Limited Partnership Percentage” in respect of any Limited Partner means that fraction, expressed as a percentage, having as its numerator the percentage interest in Available Cash Flow pursuant to Section 9.1(b) held by such Limited Partner and having as its denominator the total percentage interest in Available Cash Flow pursuant to Section 9.1(b) held by all Limited Partners.

1.22. “Management Agreement” means the agreement between Continental and the Partnership, pursuant to which Continental will manage the Hospital.

1.23. “Partners” means collectively the General Partner and the Limited Partners.

1.24. “Partnership” means Southern Arizona Regional Rehabilitation Hospital, L.P.

1.25. “Partnership Return” means the U.S. Partnership Information Return of Income of the Partnership.

1.26. “Preference Amount” means (a) in the case of the General Partner, the principal amount of the General Partner Loan up to $900,000 and (b) in the case of the Special Limited Partner, the value of any assets transferred to the Partnership and plus the principal

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amount of funds loaned to the Partnership (all as provided in Section 6.2 hereof) up to $900,000, less in the case of each Partner (i) the distributions made to such Partner pursuant to Section 9.1(a) hereof, plus (ii) in the case of each Partner interest on such difference at 1.5% per annum above the prime rate of interest of Citibank, N.A. as the same may be adjusted from time to time.

1.27. “Profits” and “Losses” means, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership for such fiscal year or period that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section shall be added to such taxable income or loss;

(ii) Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(iii) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account depreciation for such fiscal year or other period, computed in accordance with Section 1.9 hereof; and

(iv) Notwithstanding any other provision of this Section, any items which are specially allocated pursuant to Section 9.4 or Section 9.5 hereof shall not be taken into account in computing Profits or Losses.

1.28. “Special Limited Partner” means HTI Tucson Rehabilitation, Inc., a wholly-owned subsidiary of Healthtrust.

1.29. “Syndication Expenses” means all expenditures classified as syndication expenses pursuant to Treasury Regulation Section 1.709-2(b). Syndication Expenses shall be taken into account under this Agreement at the time they would be taken into account under the Partnership’s method of accounting if they were deductible expenses.

1.30. “Treasury Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

1.31. “Unit” means an interest in the initial capital of the Partnership held by Investor Limited Partners. The authorized number of Units of limited partnership interest is 20, each of which represents a ¹/2% interest in the Partnership.

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II. ORGANIZATION

2.1 Formation. A Limited Partnership shall be formed under and pursuant to the Act by the filing of a Certificate of Limited Partnership of the Partnership for record in the Office of the Secretary of State of Delaware on June 14, 1990, and in such other places as may be necessary to protect the status of the Partnership as a limited partnership and as otherwise required by law.

2.2. Name. The name of the Partnership is Southern Arizona Regional Rehabilitation Hospital, L.P. The business of the Partnership may be conducted under any name chosen by the General Partner and the General Partner may in its sole discretion from time to time change the name of the Partnership.

III. PRINCIPAL PLACE OF BUSINESS

AND AGENT FOR SERVICE OF PROCESS

The principal place of business of the Partnership shall be located at 600 Wilson Lane, P.O. Box 715, Mechanicsburg, PA 17055, or at such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership’s registered office and registered agent in Delaware shall be: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

IV. BUSINESS

The business to be conducted by the Partnership shall be to own or lease and operate the Hospital.

V. TERM

The Partnership shall exist until December 31, 2025, unless terminated sooner pursuant to Article XIII of this Agreement.

VI. CAPITAL CONTRIBUTION AND STATUS

6.1. Capital Contribution of the General Partner. The General Partner shall contribute to the capital of the Partnership cash in the amount of $300,000, which shall be paid nine months prior to estimated completion of construction of the Hospital. In addition, the General Partner shall make or arrange for a loan or loans of up to $900,000 to fund Partnership development, operation and start-up expenses as and when cash is required (the “General Partner Loan”). The General Partner Loan shall be repaid by payment of the Preference Amount as provided in Section 9.1 hereof and shall rank in right of payment on a parity with the Special Limited Partner’s Capital Contribution in excess of $300,000 pursuant to Section 6.2 hereof. The General Partner’s interest may be represented, in part, by a limited partnership Interest, as agreed by the General Partner and the Special Limited Partner and with appropriate adjustments to the provisions of Article IX hereof.

6.2. Contribution of the Special Limited Partner to Partnership Capital. The Special Limited Partner shall make an initial capital contribution to the Partnership by

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transferring assets to the Partnership with a value of $300,000. Its initial Capital Contribution shall be made nine months prior to estimated completion of construction of the Hospital and shall consist of assets (or the proceeds from the sale of assets) with an agreed value of $300,000 upon the date of such sale. In addition, the Special Limited Partner shall transfer assets (or the proceeds from the sale of assets) to the Partnership with a value of up to $900,000, or loan funds to the Partnership in an amount up to $900,000, as agreed by the General Partner and the Special Limited Partner. For the purposes of valuing the amount of the Special Limited Partner’s obligations hereunder, the form of assets listed on Schedule 6.2 shall be approved as being satisfactory and assigned the value set forth on such schedule. The Special Limited Partner shall make its additional Capital Contributions of assets, or loan (as agreed by the General Partner and the Special Limited Partner) at such time as advances of the General Partner Loan are made by the General Partner pursuant to Section 6.1. If assets are transferred to the Partnership, such assets shall have a value equal to the amount of cash contributed by the General Partner pursuant to Section 6.1; provided that in no event will the Special Limited Partner be required to transfer assets to the Partnership valued, or loan funds, in excess of an aggregate of $1,200,000. If the General Partner and the Special Limited Partner are unable to agree upon the value of assets transferred to the Partnership by the Special Limited Partner, the General Partner and the Special Limited Partner shall select a Qualified Appraiser (as defined in Section 11.6(d)) to appraise such assets. The assets transferred to the Partnership by the Special Limited Partner shall be useable in the Partnership’s business. Under no circumstances will the Special Limited Partner own less than 80% of the limited partnership Interest in the Partnership.

6.3 Capital Contributions of the Investor Limited Partners. Each Investor Limited Partner shall purchase Units in the Partnership at a price per Unit determined by the General Partner and approved by the Special Limited Partner, which approval shall not be unreasonably withheld.

6.4. Limited Liability. The obligations of a Limited Partner are limited to those expressly set forth herein and a Limited Partner shall not be bound by, or personally liable for, the expenses, liabilities or obligations of the Partnership, except as provided in the Act.

6.5. Role of Limited Partners. Except as otherwise provided in this Agreement, a Limited Partner shall take no part in or interfere in any manner with the conduct or control of the business of the Partnership and shall have no right or authority to act for or bind the Partnership.

6.6. Withdrawal of Capital Contributions. Except as provided herein, no Limited Partner shall have the right to withdraw or reduce his Capital Contribution without the consent of the General Partner. No Limited Partner shall have the right to demand or receive property other than cash in return for his Capital Contribution, and, except as provided in Section 6.2 of this Agreement, no Limited Partner shall have priority over any other Limited Partner, either as to the return of Capital Contributions or as to profits, losses or distributions.

6.7. Assessments. Limited Partners will not be subject to additional assessments for contributions to the capital of the Partnership.

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6.8. Sale of Additional Units. The General Partner may, upon receiving written consent from the Special Limited Partner, which consent shall not be unreasonably withheld, sell up to 20 Units to individuals and entities who shall become Investor Limited Partners on terms and conditions approved by the Special Limited Partner or, if the parties are unable to agree, the purchase price shall be the fair market value of Units determined in the manner set forth in Section 11.6(d) below. Notwithstanding anything to the contrary herein, upon the sale of additional Units as provided herein, (i) the costs and expenses related to the sale of additional Units shall be paid by the General Partner, and (ii) the Special Limited Partner shall receive a special cash distribution in an amount equal to the purchase price paid by the Investor Limited Partners.

VII. EXPENSES OF THE PARTNERSHIP

7.1. Organizational and Offering Expenses. The Partnership will pay, or reimburse the General Partner and the Special Limited Partner for, all the expenses of its organization and the offering of Units, including those costs referred to in Section 6.8(i) above.

VIII. TRANSACTIONS WITH AFFILIATES

8.1. General. Subject to the provisions of Section 10.5, the Partnership may contract with entities, including Affiliates of the General Partner and the Special Limited Partner, to perform other services. Any such arrangements with Affiliates will be on terms that the General Partner believes to be fair and reasonable to the Partnership and no less favorable than could reasonably be obtained with unaffiliated persons. The Partnership will be responsible for the payment of all expenses related to its activities. Each Investor Limited Partner, upon his execution of this Agreement, consents to, approves and ratifies all transactions with Affiliates of the General Partner and the Special Limited Partner that are entered into in conformity with this Agreement.

8.2. The Management Agreement. The Hospital will be managed by the General Partner or an Affiliate pursuant to the Management Agreement. For managing the Hospital, Continental will receive a fee as set forth therein. Also, the Partnership will reimburse the General Partner for specific costs incurred by the Hospital which are paid by the General Partner to independent third parties.

8.3. Development Fee. Continental shall receive a development fee in the amount of $800,000. The Special Limited Partner shall receive a development fee in the amount of $330,000, all or a portion of which, at the Special Limited Partner’s sole discretion, may be used to satisfy the initial capital contribution required by Section 6.2.

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8.4. Site Improvements. The Partnership shall pay 50% of the costs required to widen the access road to the Hospital, West Hospital Drive, up to $50,000. The remaining portion will be paid by an Affiliate of the Special Limited Partner.

IX. ALLOCATION OF INCOME AND LOSS; CASH DISTRIBUTIONS

9.1. Distributions. The Partnership shall distribute Available Cash Flow and any other property received by the Partnership as a result of the operations of the Hospital or sale of its assets as follows:

(a)

Until the General Partner’s and Special Limited Partner’s Preference Amount is reduced to zero 100% of the Available Cash Flow shall be allocated to the Special Limited Partner and the General Partner in proportion to their Preference Amounts;

(b)

Thereafter any remaining Available Cash Flow shall be distributed (i) 50% to the General Partner, (ii) 1/2% to the holder of each Unit, and (iii) the balance to the Special Limited Partner. All distributions of Available Cash Flow shall be made within 60 days after the end of each fiscal year or more often as the General Partner may determine.

9.1.1 The Special Limited Partner shall be distributed the gross proceeds, less expenses incurred in connection with the offering of such Units, including any indebtedness owed to the Partnership, received upon the issuance of additional Units after the Closing. Such distributions shall be made within 30 days of the Partnership’s sale of Units requiring such distribution.

9.1.2 Notwithstanding the foregoing, upon the liquidation of the Partnership, including the sale of all or substantially all of the Partnership’s assets, distribution of Partnership assets shall be in accordance with the ending Capital Account balances of the Partners after all allocations of Profit, Loss, income and expense.

9.2. Partner Admission Date; Allocation of Net Income, Net Loss and Distributions in Respect of Units Transferred. A purchaser of Units shall become an Investor Limited Partner (i) with respect to Units sold by the Partnership on the date that both (a) his Capital Contribution is received by the Partnership, and (b) the General Partner accepts such purchaser’s subscription by signing the appropriate signature line of such purchaser’s subscription agreement or (ii) with respect to substituted Limited Partners purchasing limited partnership Interest in accordance with Article XI hereof, on the date that the General Partner consents in writing to such transfer of limited partnership Interest. If limited partnership Interest is transferred during any fiscal year of the Partnership, the net income or net loss attributable to such limited partnership Interest for such fiscal year shall be divided and allocated between the transferor and the transferee based on the time each such party was, according to the books and

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records of the Partnership, the owner of record of the interest transferred during the year in which the transfer occurs. For this purpose, the transferor shall be deemed not to be a Partner as of the date the transfer actually occurs, and the transferee shall, for these purposes, be deemed to be a Partner as of the like day. Distributions of Partnership assets in respect of Interest shall be made only to persons who according to the books and records of the Partnership are the owners of such Interest on a date selected by the General Partner.

9.3. Profits and Losses. (a) Profits and Losses shall be allocated (i) 50% to the General Partner, (ii) 1/2% to the holder of each Unit, and (iii) the balance to the Special Limited Partner.

(b) Notwithstanding the foregoing, upon the liquidation of the Partnership, including the sale of all or substantially all of the Partnership’s assets, Profits, if any, in an amount up to the sum of the negative Capital Account balances of the Partners with such balances shall be allocated to such Partners in proportion to their respective negative Capital Account balances after allocations are made in accordance with Treasury Regulation section 1.704-1 with respect to the negative Capital Accounts resulting from allocations of Loss or deduction attributable to nonrecourse debt secured by Partnership assets. Thereafter, income and loss shall be allocated among the Partners so that their Capital Accounts equal, as nearly as practicable, the distribution they would be due pursuant to Section 9.1.

9.4. Special Allocations: Items in the Nature of Income or Gain.

(a) The General Partner and Special Limited Partner shall each be allocated income in each year in an amount equal to any distributions received pursuant to Section 9.1(a).

(b) If there is a net decrease in the Partnership’s minimum gain (as defined in Treasury Regulation Section 1.704-1(b) (4) (iv) (c)) during any taxable year, any Partner or Partners with negative Capital Account balances at the end of such year, shall be allocated income or gain in an amount equal to the sum of such deficits. Such amount shall be allocated among the Partners with negative Capital Account balances in the proportion each Partner’s negative Capital Account balance bears to the sum of all such Partners’ negative Capital Account balances. For purposes of this Section 9.4(b) each Partner’s Capital Account shall be increased by any amount such Partner is obligated to restore, or deemed obligated to restore under Treasury Regulation 1.704-1(b)(4)(iv), upon liquidation. The allocations under this Section 9.4(b) shall be interpreted in a manner to conform with Treasury Regulation Section 1.704-1(b)(4)(iv).

(c) If a Partner’s Capital Account is reduced below the amount he is obligated to restore, or deemed obligated to restore under Treasury Regulation Section 1.704-1(b)(4)(iv), upon liquidation by: (i) the allocation of loss or deduction to him under Code Section 706(d), (ii) the allocation of loss or deduction to him under Treasury Regulation Section 1.751-1(b)(2)(ii) or (iii) distributions to him, he shall be allocated, as quickly as possible, items of Partnership income and gain equal to the amount by which his Capital Account is so reduced. For purposes of this Section 9.4(c) each Partner’s Capital Account shall be reduced for the items described in Treasury Regulation Section 1.704-1(b) (2) (ii) (d) (4) (5) and (6). Such allocation shall be interpreted to conform with Treasury Regulation 1.704-1(b)(2)(ii)(d).

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(d) In the event any Partners unexpectedly receive any adjustments, allocations, or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b) (2) (ii) (d) (6), items of Partnership income and gain shall be specially allocated to such Partners in an amount and manner sufficient to eliminate the deficit balances in their Capital Accounts created by such adjustments, allocations, or distributions as quickly as possible.

(e) In the event there are special allocations of items of income or gain pursuant to Sections 9.4(b)-(d), there shall be a special allocation of items of income and gain in succeeding years, to the extent possible, so that the net amount of any items so allocated and the Profits and Losses and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each such Partner if no allocations had been made pursuant to Section 9.4(b)-(d).

9.5. Special Allocations: Items in the Nature of Expenses or Losses. Syndication Expenses for any fiscal year or other period shall be allocated among the Investor Limited Partners admitted in such period in accordance with the number of Units acquired by each.

9.6. Other Allocations Rules. Notwithstanding any provision herein to the contrary, (a) Income, gain, loss, and deduction with respect to contributed assets shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value, in accordance with Code Section 704(c) principles and the Treasury Regulations under Code Sections 704(c) and 704(b).

Allocations pursuant to this Section 9.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any person’s Capital Account or share of Profits and Losses, other items, or distributions pursuant to any provision of this Agreement.

(b) Except as otherwise provided in this Agreement, all other allocations of income, gain, loss and deduction as computed for federal income tax purposes shall be allocated 1/2% to the holder of each Unit, 50% to the General Partner and the balance to the Special Limited Partner.

(c) The Partners are aware of the income tax consequences of the allocations made by this Section 9.6 and hereby agree to be bound by the provisions of this Section 9.6 in reporting their shares of Partnership income and loss for income tax purposes.

X. RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER

10.1. Powers. The management and control of the Partnership and its business and affairs shall rest exclusively with the General Partner, who shall have all the rights and powers which may be possessed by a general partner pursuant to Section 17-403 of the Act, and such additional rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of the General Partner’s duties under this Agreement. Without limiting the generality of the foregoing, the General Partner may, at the cost, expense and risk of the Partnership:

10.1.1. Spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

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10.1.2. Except as specially set forth to the contrary herein, enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

10.1.3. Purchase from or through others contracts of liability, casualty and other insurance which the General Partner deems advisable for the protection of the Partnership or for any purpose convenient or beneficial to the Partnership;

10.1.4. Incur indebtedness for borrowed money in the ordinary course of business up to $3,500,000 during the first year after licensure of the Hospital (“Licensure”) and up to $1,500,000 per year thereafter; and up to $4,000,000 in the aggregate outstanding at any time and, in connection therewith, to secure such indebtedness by pledges of, or grants of, security interests in any Partnership assets to secure debt associated with Partnership property and to issue such guarantees of indebtedness as may be reasonably necessary to secure any such borrowings;

10.1.5. Subject to the provisions of Section 10.5.1(g) of this Agreement, sell or otherwise dispose of, upon such terms and conditions as the General Partner may deem advisable, appropriate or convenient, any of the assets of the Partnership;

10.1.6. Subject to the provisions of Article VIII and except as set forth in Section 10.5, delegate all or any of its duties hereunder and, in furtherance of any such delegation, appoint, employ, or contract with any person (including Affiliates of the General Partner and the Special Limited Partner) for the transaction of the business of the Partnership, which persons may, under the supervision of the General Partner, act as consultants, accountants, attorneys, brokers, escrow agents, leasing agents, or in any other capacity deemed by the General Partner necessary or desirable, and pay appropriate fees to any of such persons.

10.2. Independent Activities; Non-Compete. Subject to the provisions of this Section 10.2 and Section 17.7, the General Partner and each Limited Partner may, notwithstanding the existence of this Agreement, engage in whatever activities they choose without having or incurring any obligation to offer any interest in such activities to the Partnership or any party hereto, and, as a material part of the consideration for the each Partner’s execution hereof, each other Partner hereby waives, relinquishes and renounces any such right or claim or participation. The foregoing notwithstanding, neither the General Partner nor the Special Limited Partner shall, either directly or indirectly, through any of their respective Affiliates, (other than Affiliates that fall within the definition of “Affiliate” because they own greater than 10%, but less than 50%, of the ownership interest in the parent corporation of the General Partner or the Special Limited Partner) own any interest in, manage, operate, invest in (except as an owner of not more than 5% of a publicly traded company) or be affiliated in any way with any freestanding inpatient rehabilitation hospital or inpatient unit located or to be located within a seventy-five (75) mile radius of the Hospital without the express written consent of the other; provided, however, nothing herein shall prohibit (i) an Affiliate of the Special Limited Partner from operating a 21 bed rehabilitation unit at the Eldorado Hospital and Medical

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Center in Tucson, Arizona (the “Eldorado Unit”); or (ii) the General Partner or its Affiliates from engaging to provide contract therapy services to or through such entity. In the event that an Affiliate of the Special Limited Partner desires to expand the number of beds or clinical services in the Eldorado Unit, it will first obtain the consent of the General Partner. Additionally, in the event that an Affiliate of the Special Limited Partner desires to expand the clinical services in the Eldorado Unit, it will first obtain the consent of the General Partner, which consent shall not be unreasonably withheld so long as such programs do not compete with the programs offered by the Hospital. The provisions of this section 10.2 shall bind the Special Limited Partner for a period of two years following the sale of its limited partnership Interest in any transaction other than a sale pursuant to Section 11.5 hereof. The General Partner acknowledges that the conversion of acute care beds to skilled nursing beds at Eldorado Hospital shall not violate this Section 10.2; provided, however, that no patient qualifying for rehabilitation care shall be admitted to such skilled nursing beds.

10.3. Duties. The General Partner shall manage and control the Partnership, its business and affairs to the best of its ability and shall use its best efforts to carry out the business of the Partnership. The General Partner shall devote itself to the business of the Partnership to the extent necessary for the efficient and effective carrying on thereof. The General Partner shall act as a fiduciary with respect to the safekeeping and use of the funds and assets of the Partnership.

10.4. The Tax Matters Partner. (a) Each Partner, by the execution of this Agreement, consents to the appointment of the General Partner, as the Tax Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

(b) The Tax Matters Partner shall have the following duties, along with any other duties required by the Code, to the extent and in the manner provided by the Code:

(1) Furnish the name, address, profits, interest and taxpayer identification number of each Partner to the IRS;

(2) Keep each Partner informed of the administrative and judicial proceedings for the adjustment of any item required to be taken into account by a Partner for income tax purposes; and

(3) Within 30 days of receiving a notice of a Partnership audit by the IRS, forward a copy of such notice to the Partners.

(1) Enter into any settlement with the IRS with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Partners, except that such settlement agreement shall not bind any Partner who (within the time prescribed pursuant to the Code and regulations thereunder) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such Partner;

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(2) If a final administrative adjustment of a Partnership item required to be taken into account by a Partner for tax purposes is mailed to the Tax Matters Partner, seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Partnership’s principal place of business is located, or the United States Claims Court;

(3) Intervene in any action brought by any other Partner for judicial review of a final adjustment;

(4) File a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, file a petition for judicial review with respect to such request;

(5) Enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item;

(6) File a petition as contemplated in Sections 6226(a) and/or 6228 of the Internal Revenue Code; and

(7) Take any other action on behalf of the Partners or the Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations.

(d) The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners and against any and all loss, liability, cost or expense, including judgments, fines, amounts paid in settlement and attorneys fees and expenses, incurred by the Tax Matters Partner in any civil, criminal or investigative proceeding in which the Tax Matters Partner is involved or threatened to be involved solely by virtue of being Tax Matters Partner, except such loss, liability, cost or expense arising by virtue of the Tax Matters Partner’s gross negligence, fraud, malfeasance, breach of fiduciary duty or intentional misconduct. The payment of all such expenses shall be made before any distributions are made. Neither the General Partner, or any Affiliate, nor any other person shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of the General Partner and indemnification set forth in this Agreement shall be fully applicable to the Tax Matters Partner in its capacity as such.

10.5. Certain Limitations.

10.5.1. Without obtaining the consent of Limited Partners holding an aggregate Limited Partnership Percentage of greater than 50%, the General Partner shall not:

(a) Act in contravention of this Agreement;

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(b) Except as provided in Article XIII of this Agreement, do any act which would make it impossible to carry on the ordinary business of the Partnership;

(d) Possess Partnership property, or assign any rights in specific Partnership property, including any assignment for the benefit of Partnership creditors, for other than a Partnership purpose; provided that the pledge or assignment of Partnership property to secure Partnership borrowings is hereby recognized as a Partnership purpose;

(e) Admit a person as a General Partner or as a Limited Partner other than as provided in this Agreement;

(f) Amend this Agreement, except as provided in Section 17.4 hereof;

(g) Sell or transfer all or substantially all of the assets of the Partnership; provided that the termination of any lease to which the Partnership is a party is not to be deemed such a transfer;

(h) Enter into an agreement with any of its Affiliates requiring payments by the Partnership of greater than $15,000 during any fiscal year; provided that this prohibition does not apply to loans to the Partnership approved hereunder from the General Partner or its Affiliates if such loans satisfy the requirements of Section 8.1;

(i) Adopt the annual operating budget for the Hospital as required by the Management Agreement; or

(j) Enter into leases with respect to the Hospital and the Equipment to be located at the Hospital that differ materially from the terms set forth on Schedule 10.5.1(j) hereto.

10.5.2. Without obtaining the consent of the Special Limited Partner, the General Partner shall not:

(a) Incur capital expenditures during any fiscal year in excess of $400,000 except as provided in the annual budget, which must be approved under § 10.5.1(i) above;

(b) Incur indebtedness other than in an amount up to $400,000 in connection with capital expenditures as provided in § 10.5.2(a) above and indebtedness incurred in the ordinary course of the Partnership’s business permitted by Section 10.1.4;

(c) Appoint an administrator of the Hospital, as to which appointment the consent of the Special Limited Partner will not be unreasonably withheld.

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This Section 10.5.2 shall terminate immediately in the event that HTI Tucson Rehabilitation, Inc. or any of its Affiliates shall cease to be the Special Limited Partner.

10.6. Net Worth of the General Partner. The General Partner shall have and maintain at all times during which it (or its substitute) is the General Partner of the Partnership, an aggregate net worth which is sufficient to conduct the business of the Partnership in a prudent manner as determined by the General Partner in its reasonable discretion and to preserve the classification of the Partnership as a “partnership” for federal income tax purposes.

10.7 Hospital By-Laws. The General Partner shall establish and at all times maintain by-laws governing the medical practices and policies of the Hospital that include a governing board, not less than 33% of the members of which are appointed by the Special Limited Partner.

XI. TRANSFER OF INTERESTS IN THE PARTNERSHIP

11.1. In General. Subject to the restrictions on transfer set forth below, a Limited Partner may sell, transfer, assign or subject to a security interest any or all of the Interest owned by such Limited Partner; provided, however, that:

11.1.1. Such Limited Partner and the transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner, including the transferee written notice of election to become a substituted Limited Partner and his or her written acceptance and adoption of the provisions of this Agreement; and

11.1.2. Such Limited Partner pays the Partnership a transfer fee which is sufficient to pay all reasonable expenses connected with the admission of such person as a substituted Limited Partner; and

provided, further, that such transferee shall not become a substituted Limited Partner unless the General Partner consents in writing to such person becoming a substituted Limited Partner. Neither the Partnership nor the General Partner shall recognize or be bound by any assignment of an Interest by a Limited Partner unless the General Partner consents to such assignment in writing. The General Partner will not consent to any sale, assignment or transfer of an Interest or to the admission of any person as a substituted Limited Partner if, in its opinion, such consent and substitution (i) would result in the Partnership being treated for federal income tax purposes as an association taxable as a corporation, (ii) would result in a termination of the Partnership within the meaning of the Internal Revenue Code of 1986; (iii) would constitute a violation of any applicable federal or state law pertaining to securities regulation; or (iv) would cause any Investor Limited Partner to own in excess of two Units. The provisions of this paragraph notwithstanding, the Special Limited Partner shall not transfer any portion of its Interest prior to the third anniversary of Licensure and thereafter may transfer its interest without the consent of the General Partner, but not in violation of clauses (i) through (iv) above, to any entity other than competitors of Continental set forth on Schedule 11.1.2 hereto or their successors or acquirors. The provisions of Section 10.2 hereof shall bind the Special Limited Partner for a period of two years following the sale of any portion of its Interest in any transaction other than a sale pursuant to Section 11.5 hereof or following a change of control as defined in Section 11.6(c).

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Notwithstanding the foregoing, each Limited Partner agrees that, at least 60 days prior to any sale, assignment or transfer (by operation of law or otherwise) of any portion of its Interest, such Limited Partner will give written notice thereof to the General Partner including the name of the proposed purchaser (the “Proposed Purchaser”) and all of the terms, conditions and other material details of such sale, assignment or transfer. The General Partner shall have the right for 30 days after it receives such written notice to direct such Limited Partner to sell the Interest to such person as the General Partner may designate, including the General Partner itself or an Affiliate thereof, on the same terms and conditions. If the General Partner fails to direct the sale of the Interest during such 30-day period, the Limited Partner shall have 30 days in which it may consummate such sale, transfer or assignment on such terms and conditions to the Proposed Purchaser. If the Limited Partner does not consummate the sale, transfer or assignment during such 30-day period, such Interest shall again be subject to the General Partner’s right to direct the sale contained herein.

11.2. Substituted Limited Partners. If (i) the General Partner does not exercise its right to direct the sale of an Interest with respect to transfers by Limited Partners, (ii) the General Partner consents to the admission of a person as a substituted Limited Partner and (iii) the conditions of Section 11.1 are met, then the General Partner shall take all other steps which, in the opinion of the General Partner, are reasonably necessary to admit such person as a substituted Limited Partner. Such person shall become a substituted Limited Partner on the date such person is deemed to be a Limited Partner under Section 9.2 hereof.

11.3. Valuation of Interests or of the General Partner’s Interest. The fixed value (the “Fixed Value”) of each Interest or of the General Partner’s interest shall be an amount equal to the fair market value of Interests or of the General Partner’s interest determined according to the procedure set forth in Section 11.6 below.

11.4 Government Regulation. If the General Partner is advised by counsel that the operations of the Partnership are in violation of law, and such advice is confirmed by counsel to the Investor Limited Partners, the General Partner shall have the option of purchasing all outstanding Units held by Investor Limited Partner for a purchase price equal to the Fixed Value. The General Partner shall notify each Investor Limited Partner of its interest to purchase the Units and such purchase shall take place within 30 days of such notice. Upon payment by the General Partner, the Units shall no longer be deemed outstanding.

11.5. Mandatory Repurchase By General Partner. At any time prior to the third anniversary of Licensure, the Special Limited Partner may require the General Partner to purchase all Interest held by it in the event of a “default,” as defined below, upon 30 days prior written notice to the General Partner setting forth the nature of such default and the failure of the General Partner to cure such default within the 30 day notice period, for a purchase price equal to the Fixed Value of the Interest. “Default” shall be defined as conduct by the General Partner which constitutes a material breach of this Agreement, gross negligence or willful misconduct. The Special Limited Partner’s exercise of its right to require the General Partner to purchase the Special Limited Partner’s Interest shall be without prejudice to the rights of the Special Limited Partner to pursue whatever legal and equitable remedies are available to it for the General Partner’s material breach of this Agreement, gross negligence or willful misconduct.

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11.6. General Partner’s Call Option and Put Option. (a) If the Special Limited Partner fails to make its capital contribution required pursuant to Section 6.2 within fifteen (15) days of its receipt of notice from the General Partner or if at any time there shall be a Change in Control (as hereinafter defined) of the Special Limited Partner, the General Partner shall have the right and option to purchase the Interest owned by the Special Limited Partner, exercisable by giving written notice to the Special Limited Partner. Upon the exercise of such option, the Special Limited Partner shall be required to sell such Interest to the General Partner (or its designee) for a purchase price equal to (x) in the event that the event was a default in the payment of the Special Limited Partner’s capital contribution, the total of the capital contribution, previously made by the Special Limited Partner or (y) in all other cases, the Fixed Value of such Interest. The closing of any purchase hereunder shall occur thirty (30) days after the General Partner has exercised its option, or at such other time as the General Partner and the Special Limited Partner may agree.

(b) If at any time there shall be a Change in Control (as hereinafter defined) of the General Partner, the special Limited Partner shall have the right and option to (i) sell its Interest in the Partnership to the General Partner (or its designee) or (ii) at the Special Limited Partner’s option to purchase the General Partner’s interest in the Partnership (including any Interest it may own) in the event the Change in Control is effected with a person or entity which offers acute care hospital services within a seventy-five (75) mile radius of the Hospital, exercisable by giving written notice to the General Partner. Upon the exercise of such option, the General Partner shall be required to purchase such Interest or to sell its General Partner’s interest (including any Interest it may own) (as elected by the Special Limited Partner) for a purchase price equal to their Fixed Value. The closing of any purchase hereunder shall occur thirty (30) days after the Special Limited Partner has exercised its option, or at such other time as the General Partner and the Special Limited Partner may agree.

(c) A “Change in Control” for purposes of this Section 11.6 means the sale or transfer, directly or indirectly, whether in a transaction or series of transactions, of the beneficial ownership of capital stock representing fifty (50%) percent or more of the outstanding voting rights of or the sale of all or substantially all of the assets of, the General Partner or the Special Limited Partner. For purposes of this paragraph, the pledge of the General Partner’s interest in the Partnership or of Continental stock in the General Partner to a lender for the purpose of securing Continental’s corporate bank credit facility does not constitute a “change of control”.

(d) To determine the fair market value of the Interest owned by the Special Limited Partner or of the General Partner’s interest, within twenty (20) days after either the General Partner or the Special Limited Partner, as applicable, gives notice of its intention to invoke this Section 11.6, the General Partner and the Special Limited Partner shall each select a Qualified Appraiser, as defined below. The Qualified Appraisers so selected shall meet within thirty (30) days after the date of their appointment to determine the fair market value of the Interest or of the General Partner’s interest to be purchased and shall give written notice thereof to the General Partner and the Special Limited Partner. In the event that the valuation is made upon a default, under. Section 11.5, such fair market value to be determined as of a date

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immediately prior to the date of the default, to insure that the Special Limited Partner is not prejudiced by such default. If within thirty (30) days after the date on which they have been so appointed, they have not agreed on such fair market value, they shall themselves jointly appoint a third Qualified Appraiser. If three Qualified Appraisers are appointed hereunder to determine the fair market value of the Interest or of the General Partner’s interest, they shall determine such fair market value as expeditiously as possible within thirty (30) days after the third Qualified Appraiser has been appointed. A decision joined in by two of the three Qualified Appraisers shall be the decision of the Qualified Appraisers as to such fair market value. If the three Qualified Appraisers appointed pursuant to this Section fail to reach a decision regarding the fair market value of the Interest or of the General Partner’s interest to be purchased within thirty (30) days after the appointment of the third Qualified Appraiser, such fair market value shall be computed by adding together the fair market value determined by each Qualified Appraiser and dividing that sum by three. For purposes hereof, a Qualified Appraiser is a person who on the date of his or her appointment as an appraiser under this Agreement (i) is not an affiliate of either the General Partner or the Special Limited Partner, and (ii) is qualified to appraise the assets of a business comparable to those of the Partnership.

(e) For purposes of any appraisals required under Section 11.6, each of the General Partner and the Special Limited Partner shall pay the fees and expenses of the Qualified Appraiser appointed by such party. The fees and expenses of the third Qualified Appraiser, if any, and all other expenses, if any, shall be borne equally by the General Partner and the Special Limited Partner.

XII. RESIGNATION OR REMOVAL OF THE GENERAL PARTNER;

RIGHT OF FIRST REFUSAL

12.1. Resignation of the General Partner. Subject to the provisions of Sections 12.4 and 13.2 of this Agreement, the General Partner may resign as such by written notice given in accordance with Section 12.3 of this Agreement.

12.2. Removal of the General Partner. Subject to the provisions of Sections 12.4 and 13.2 of this Agreement, the General Partner shall be removed and cease to be the General Partner of the Partnership immediately upon the dissolution of the General Partner.

12.3. Notice of Resignation or Removal. Written notice of the resignation or removal of the General Partner shall be given by the General Partner to the Limited Partners. Such notice shall set forth the day upon which the resignation or removal is to become effective, which date shall not be less than 90 days after such notice is given to the party or parties being notified, unless a substituted General Partner is elected pursuant to Section 12.5 of this Agreement.

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pursuant to Section 13.2 of this Agreement, unless a substituted General Partner is elected pursuant to Section 12.5 of this Agreement. Upon resignation or removal, the General Partner shall receive an amount equal to its Capital Account balance and shall thereafter forfeit to the Partnership its interest in the Partnership as the General Partner, which interest will be allocated to a substituted General Partner.

12.5. Election of Substituted General Partner. If the General Partner resigns or is removed, Limited Partners holding an aggregate Limited Partnership Percentage greater than 50% may elect a substituted General Partner. Such election must occur before the effectiveness of such resignation or removal. The substituted General Partner shall not become a General Partner until such resignation or removal is effective and such person has executed a copy of this Agreement and had his or its signature thereto acknowledged.

12.6. Right of First Refusal. In the event that the General Partner receives an offer from any person to sell or assign any of its equity ownership, the General Partner shall give the Special Limited Partner written notice of such proposed transfer, setting forth the details of such sale or assignment. The Special Limited Partner shall have 30 days during which it may elect to purchase the equity ownership in the General Partner on the same terms and conditions as set forth in the written notice. The Special Limited Partner will make such election in writing and must complete the purchase of the interest within 30 days of making the election. If the Special Limited partner fails to elect to purchase the interest within 30 days, or fails to consummate the purchase within 30 days after making the election, this right of first refusal shall terminate and the General Partner will be free to complete the sale or assignment. If the General Partner does not complete the sale within 90 days of the initial notice to the Special Limited Partner, this right of first refusal will again attach to the offer. Notwithstanding anything to the contrary contained herein, a pledge and assignment by Continental and the General Partner of its partnership interest in the Partnership and stock of its subsidiaries under Continental’s corporate bank credit facility will not give rise to any right of first refusal to the Special Limited Partner under this paragraph; however, any effort by such lender to take possession of such pledged interest shall be subject to this paragraph.

XIII. DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

13.1. Dissolution of the Partnership. The resignation of the General Partner shall cause a dissolution of the Partnership unless, within 90 days thereafter, a substituted General Partner shall be elected pursuant to Section 12.5 of this Agreement to continue the business of the Partnership, in a reconstituted form if necessary, and subject to all the terms of this Agreement. The removal of the General Partner shall cause a dissolution of the Partnership except as provided in Section 12.5. The Partnership shall also be dissolved upon (a) approval of the General Partner and the vote of the Limited Partners holding an aggregate Limited Partnership Percentage greater than 50% to dissolve or to sell all or substantially all of the Partnership’s assets and delivery by the Partners voting to dissolve of written notice. of such vote to the other Limited Partners, (b) the expiration of the term of the Partnership or (c) the adjudication of the General Partner as bankrupt unless (i) a substituted General Partner is elected as provided in Section 12.5 hereof or (ii) the remaining Partners unanimously agree, within 90 days after such event of withdrawal, to continue the Partnership business and to elect a substituted General Partner. In no event shall the death of any Limited Partner result in

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dissolution of the Partnership. In the event of the death of any Limited Partner, the personal representative of the deceased Limited Partner shall succeed to the interest of the deceased Limited Partner in the Partnership subject to the rights of any assignees of the deceased Limited Partner in and to such interest, and subject to the provisions of this Agreement.

13.2. Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof; provided that all Partnership assets shall be distributed by the later of (i) the last day of the tax year of the liquidation as defined in Treasury Regulation Section 1.704(b) or (ii) 90 days after the liquidation as defined in Treasury Regulation 1.704 (b). Except as provided in Section 6.1, the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided in Section 17-804 of the Act. After payment of or creating adequate reserves to provide for all Partnership debts, obligations and liabilities, the assets of the Partnership, if any, shall be treated as if sold for their fair market value and allocations and distributions shall be made pursuant to Article IX hereof; provided, however, that in no event shall Partnership assets be distributed other than in accordance with the Partners’ ending Capital Account balances.

XIV. BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR AND TAX ELECTION

14.1. Books of Account. The Partnership’s books and records (including a current list of the names and addresses of all Limited Partners) and an executed copy of this Agreement, as currently in effect, shall be maintained at the principal office of the General Partner at 600 Wilson Lane, P. O. Box 715, Mechanicsburg, Pennsylvania 17055, and copies of the Partnership’s books and records and this Agreement shall be maintained at the office of the Partnership at the same address, and each Partner shall have access thereto upon written request at all reasonable times. The books and records shall be kept or caused to be kept by the General Partner using generally accepted accounting principles consistently applied and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership’s business. The General Partner shall also keep or cause to be kept adequate federal income tax records using an accrual basis of accounting applied on a consistent basis.

14.2. Financial Reports. As soon as reasonably practicable after the end of each fiscal year, but not later than 120 days after the end of each fiscal year, each Partner shall be furnished with a copy of a balance sheet of the Partnership as of the last day of the fiscal year and statements of income or loss and source and application of funds of the Partnership for such year. In addition, the Partnership will furnish to the Limited Partners unaudited quarterly summaries of its operations. All such financial statements shall be prepared on the accrual basis of accounting. The Partnership shall also furnish to each Partner not later than 120 days after the end of each fiscal year an unaudited statement of cash flow of the Partnership for such year and a statement showing the amounts allocated to or allocated against such Partner pursuant to this Agreement during or in respect of such year, and any items of income, deduction, credit or loss allocated to such Partner for purposes of the Code. The Partnership will also keep at the principal office adequate income tax records using the accrual income tax basis of accounting and within 90 days of each fiscal year, will furnish to each Partner a copy or summary of all federal, state and/or local tax returns which are filed by the Partnership. The General Partner shall, upon the

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request of the Special Limited Partner, cause to be prepared an audited balance sheet, statement of income and loss, and statement of changes in cash flow, each prepared by an independent certified public accounting firm selected by the Special Limited Partner, at the Special Limited Partner’s cost and expense.

14.3. Annual Reports. The annual financial statements provided for in Section 14.2 of this Agreement shall be accompanied by a report in reasonable detail, containing a description of the activities of the Partnership during the year. Such report shall set forth the distributions to the Limited Partners during such year and shall separately identify distributions from (a) cash flow from operations during the year, (b) cash flow from prior periods and (c) proceeds from any refinancing or disposition of the Partnership’s assets. Such report shall also separately identify funds retained by the Partnership at the end of such year. In addition, such annual report shall contain a complete statement of all compensation and fees paid or accrued by the Partnership to the General Partner and its Affiliates, together with a description of any new agreements with Affiliates.

14.4. Fiscal Year. The fiscal year of the Partnership shall end on June 30.

14.5. Tax Election. Upon the transfer of an interest in the Partnership or in the event of a distribution of the Partnership’s property, the General Partner may, but is not obligated to, cause the Partnership to elect pursuant to Section 754 of the Code, to adjust the basis of the Partnership’s property as allowed by Sections 734(b) and 743(b) thereof.

XV. POWER OF ATTORNEY

15.1. Appointment of Attorney-in-Fact. Each Investor Limited Partner, pursuant to such Investor Limited Partner’s execution of a subscription agreement pertaining to his purchase of Units, hereby makes, constitutes and appoints the General Partner with full power of substitution and resubstitution, his agent and attorney-in-fact to execute this Agreement and to sign, execute, certify, acknowledge, and file for record any other instruments which may be required of the Partnership or of the Investor Limited Partners by law, including, but not limited to, amendments to or cancellations of this Agreement. Each Investor Limited Partner authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with the foregoing, hereby giving such attorney-in-fact full power and authority to act to the same extent as if such Investor Limited Partner were himself personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

15.2. Effect of Power. The power of attorney granted pursuant to Section 15.1 of this Agreement:

15.2.1. Is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death, insanity, or incapacity of the granting Investor Limited Partner; and

15.2.2. May be exercised by such attorney-in-fact for each Investor Limited Partner by listing all of the Investor Limited Partners executing any agreement, certificate, instrument or document with the single signature of such attorney-in-fact as attorney-in-fact for all of them; and

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15.2.3 Shall survive the delivery of an assignment by a Investor Limited Partner of the whole or a portion of his interest in the Partnership, except that where the purchaser, transferee or assignee thereof is to be admitted as a substituted Investor Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge and file any such agreement, certificate, instrument, or document necessary to effect such substitution.

XVI. LIABILITY OF THE GENERAL PARTNER

16.1. Return of Capital Contribution. Anything in this Agreement to the contrary notwithstanding, the General Partner shall not be individually liable for the return of the Capital Contributions of the Limited Partners, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

16.2. No Liability for Actions. The General Partner and its Affiliates shall have no liability to the Partnership or to any Partner for any loss suffered by the Partnership which arises out of any action or inaction of the General Partner or its Affiliates if the General Partner or its Affiliates, in good faith, determined that such course of conduct was in the best interest of the Partnership and such course of conduct did not constitute negligence, fraud or willful misconduct of the General Partner or its Affiliates. The General Partner and its Affiliates shall be indemnified by the Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Partnership, provided that the same were not the result of negligence, fraud or willful misconduct on the part of the General Partner or its Affiliates.

XVII. MISCELLANEOUS

17.1. Notices. Except as otherwise provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be duly given if delivered in writing personally to the person to whom it is authorized to be given, or if sent by mail or telegraph, as follows: if to the General Partner or the Special Limited Partner, at their address set forth in the first paragraph of this Agreement, or to such other address as the General Partner or the Special Limited Partner may from time to time specify by written notice to the Partnership; and if to an Investor Limited Partner, at such an Investor Limited Partner’s address set forth in the Subscription Agreement executed by the Investor Limited Partner, or to such other address as such Investor Limited Partner may from time to time specify by written notice to the General Partner and all other Investor Limited Partners. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or as of the date on which the same was deposited in the United States mail, postage prepaid, addressed and sent as aforesaid.

17.2. Section Captions. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

17.3. Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

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17.4. Amendments. Amendments to this Agreement may be made in the following manner.

17.4.1. Amendments to this Agreement may be proposed by the General Partner, the Special Limited Partner or Limited Partners holding an aggregate Limited Partnership Percentage of at least 50%. Following such proposal, the General Partner shall submit to the Limited Partners a verbatim statement of any proposed amendment and may include in any such submission its recommendation as to the proposed amendment. The General Partner shall seek the written vote of the Limited Partners on the proposed amendment or shall call a meeting of the Partners pursuant to Section 17.5 of this Agreement to vote thereon and to transact any other business permitted by the Act to be transacted by the Limited Partners that they may deem appropriate. For purposes of obtaining a written vote, the General Partner may require response within a specified time, but not less than 30 days, and failure to respond in such time shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. A proposed amendment shall be adopted and effective as an amendment to this Agreement if it receives the affirmative vote of Limited Partners holding an aggregate Limited Partnership Percentage greater than 50% and, if such amendment affects the economic benefits or rights of the General Partner in any material respect, such amendment must be approved by the General Partner.

17.4.2. In addition to any amendments otherwise authorized herein, the General Partner may, without obtaining the consent of the Limited Partners, amend this Agreement from time to time:

(a) To add to the representations, duties or obligations of the General Partner or its Affiliates or surrender any right or power granted to the General Partner or its Affiliates herein, for the benefit of the Limited Partners;

(b) To cure any ambiguity, to correct or supplement any provision herein or therein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement, provided that the Partnership receives a written opinion of independent counsel that such amendment does not adversely effect the interests of the Limited Partners; and

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prescribed in Section 17.1 of this Agreement and such meeting shall be held not less than 15 days nor more than 60 days after such notice. Partners may vote in person or by proxy at any such meeting. Whenever the vote or consent of Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of Partners or may be given in writing in accordance with the procedure for obtaining written votes prescribed in Section 17.4.1 of this Agreement.

17.6. Right to Rely Upon the Authority of the General Partner. No person dealing with the General Partner shall be required to determine its authority to make any commitment or undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. In addition, no creditor of the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such creditors shall have received written notice from the Partnership affecting the same.

17.7. Non-Competition. Notwithstanding anything to the contrary herein, an Investor Limited Partner shall not serve as an officer, director, employee of, or own an ownership interest in (except ownership of not less than 5% of a publicly-traded company), a rehabilitation facility serving outpatients or inpatients within a 75 mile radius of the Hospital; provided, however, nothing herein shall interfere with the private medical practice of any. Investor Limited Partners who is a licensed physician.

17.8. Delaware Law. The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

17.9. Waiver of Action for Partition. Each Partner irrevocably waives during the term of the Partnership and during the period of its liquidation following any dissolution, any right to maintain any action for partition with respect to any of the assets of the Partnership.

17.10. Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

17.11. Parties in Interest. Except as provided in Article XI of this Agreement, this Agreement shall be binding upon the parties hereto and their successors, heirs, devisees, assigns, legal representatives, executors and administrators.

17.12. Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions, representations or warranties among the parties other than those set forth herein or herein provided for.

IN WITNESS WHEREOF, this Agreement of Limited Partnership has been executed as of this 24th day of August, 1990.

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GENERAL PARTNER:

CONTINENTAL REHABILITATION HOSPITAL OF ARIZONA, INC.

By:		/s/ [unreadable]
Title:		S.V.P.

SPECIAL LIMITED PARTNER:

HTI TUCSON REHABILITATION, INC.

By:		/s/ [unreadable]
Title:		Vice President

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SCHEDULE 6.2

Assets Acceptable for Satisfaction of

Capital Contribution

Approximately 42,253.52 or more square feet of real property located on a 105,999.87 square foot parcel of land located on property adjacent to the proposed site of the Hospital, valued at approximately $7.10 per square foot; provided, however, that such property shall not be used unless the Partnership has in place a binding agreement to sell such property to HealthTrust or a HealthTrust Affiliate for an amount equal to the stated value of such land plus the costs and taxes associated with such transaction.

Operating assets representing the outpatient physical therapy unit located at the medical office building on the campus of Northwest Hospital in Tucson, Arizona valued at four times Operating Cash Flow of such unit for the 12 month period immediately prior to such sale. For purposes of this paragraph, Operating Cash Flow shall be calculated in accordance with the method set forth in Attachment 6.2A to this schedule.

Attachment 6.2A

Operating Cash Flow

Net Pre-Tax Income (Gross revenues less contractuals, less bad debts, less direct operating expenses and less indirect operating expenses attributable to the outpatient physical therapy unit)


Less:		Principle loan payments

Less:		Increase in accounts receivable

Less:		Decrease in accounts payable and accrued expenses

Add:		Depreciation

Add:		Amortization

Add:		Decrease in accounts receivable

Add:		Increase in accounts payable and accrued expenses

Operating Cash Flow

SCHEDULE 7.2

Form of Management Agreement in substantially similar form to the Management Agreement between Continental and Tri-Cities Regional Rehabilitation Hospital, L.P.

-29-

SCHEDULE 10.5

Lease Terms:

•

10-15 year term with 3 five year renewal options

•

Rent Structure:

Base lease not greater than 12.5%

Additional Rent—7.75% of net revenues in excess of 85% of year 2 net revenues

Percentage Rent—3-5% of private/commercial pay revenues

•

Lessee will have first right of refusal to acquire facility during lease term

•

Lessee will have purchase option at the end of the primary lease term

EX-3.219 208 dex3219.htm CERTIFICATE OF INCORPORATION OF SURGERY CENTER HOLDING CORPORATIN Certificate of Incorporation of Surgery Center Holding Corporatin

Exhibit 3.219

CERTIFICATE OF INCORPORATION

SURGERY CENTER HOLDING CORPORATION

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and acts amendatory hereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “corporation”) is Surgery Center Holding Corporation.

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle; the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice Hall Corporation System, Inc.

THIRD: The nature of the business and the purposes to be conducted and promoted by the corporation, which shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1,000. The par value of each of such shares is $.01 dollar. All such shares are of one class and are shares of Common Stock.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME

MAILING ADDRESS

Melinda S. Lampkin

One Park Plaza

Nashville, TN 37203

SIXTH: The corporation is to have perpetual existence.

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Surgery Center Holding Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Surgery Center Holding Corporation adopted the following resolution on the 11th day of August, 1998.

Resolved, that the registered office of Surgery Center Holding Corporation in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Surgery Center Holding Corporation has caused this statement to be signed by William W. Horton, its Vice President, this August 23, 1998.


/s/
William W. Horton, Vice President

EX-3.220 209 dex3220.htm BYLAWS OF SURGERY CENTER HOLDING CORPORATION Bylaws of Surgery Center Holding Corporation

Exhibit 3.220

BY-LAWS

ARTICLE I

Meetings of Stockholders

ARTICLE II

Board of Directors

ARTICLE III

Committees

ARTICLE IV

Officers

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

EX-3.221 210 dex3221.htm RESTATED CERTIFICATE OF INCORPORATION OF SURGICAL CARE AFFILIATES, INC. Restated Certificate of Incorporation of Surgical Care Affiliates, Inc.

Exhibit 3.221

RESTATED CERTIFICATE OF INCORPORATION

SURGICAL CARE AFFILIATES, INC.

Surgical Care Affiliates, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

1. The name of the Corporation is Surgical Care Affiliates, Inc. The Corporation was incorporated on April 29, 1986 under the name of SCA—Del. Corp.

2. This Restated Certificate of Incorporation further amends and restates the Certificate of Incorporation of the Corporation by amending it to read, in its entirety, as herein set forth in full:

FIRST: The name of the Corporation is Surgical Care Affiliates, Inc.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.01 per share.

IN WITNESS WHEREOF, said Surgical Care Affiliates, Inc. has caused this Certificate to be signed by William W. Horton, its Vice President, this 12th day of March, 1997.


SURGICAL AFFILIATES, INC.

By		/s/ [William W. Horton]
		William W. Horton
		Vice President

CERTIFICATE OF MERGER

SCA — HHI, INC.

(a Tennessee corporation)

INTO

SURGICAL CARE AFFILIATES, INC.

(a Delaware corporation)

*****************************

Pursuant to Section 252 of the Delaware General Corporation Law, Surgical Care Affiliates, Inc., a Delaware corporation (“Surviving Corporation”), and SCA-HH1, Inc., a Tennessee corporation (“Merged Corporation”), hereby adopt the following Certificate of Merger:

1. The name and state of incorporation of each of the constituent corporations of the merger is as follows:


NAME		STATE OF INCORPORATION
SCA — HHI, INC.		Tennessee
SURGICAL CARE AFFILIATES, INC.		Delaware

2. The Plan and Agreement of Merger between the parties to the merger, which is incorporated herein by reference, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware.

3. The name of the Surviving Corporation shall be “Surgical Care Affiliates, Inc.”

4. The Certificate of Incorporation of Surgical Care Affiliates, Inc. in effect immediately prior to the merger shall be the Certificate of Incorporation of the Surviving Corporation.

5. The executed Plan and Agreement of Merger is on file at the principal place of business of the Surviving Corporation, the address of which is One HealthSouth Parkway, Birmingham, Alabama 35243.

6. A copy of the Agreement of Merger will be furnished on request and without cost, to any stockholder of any constituent corporation.

7. The authorized capital stock of each foreign corporation which is a party to the merger is as follows:

Corporation

Class

Number

of Shares

Par Value

SCA-HHI, INC.

Common

10,000,000

no par value

8. The merger shall be effective upon September 5, 2000.

IN WITNESS WHEREOF, the undersigned has duly caused this Certificate of Merger to be executed by its duly authorized officer this 5th day of September, 2000.


SURGICAL CARE AFFILIATES, INC.

By:		/s/ [unreadable]
		Vice President


ATTEST:

By:		/s/ [unreadable]
		Assistant Secretary

EX-3.222 211 dex3222.htm BYLAWS OF SURGICAL CARE AFFILIATES, INC. Bylaws of Surgical Care Affiliates, Inc.

Exhibit 3.222

BY-LAWS

ARTICLE I

Meetings of Stockholders

ARTICLE II

Board of Directors

ARTICLE III

Committees

ARTICLE IV

Officers

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other ,entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

EX-3.223 212 dex3223.htm RESTATED CERTIFICATE OF INCORPORATION OF SURGICAL HEALTH CORPORATION Restated Certificate of Incorporation of Surgical Health Corporation

Exhibit 3.223

RESTATED

CERTIFICATE OF INCORPORATION

SURGICAL HEALTH CORPORATION

Surgical Health Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Surgical Health Corporation.

The date of filing its original Certificate of Incorporation with the Secretary of State was April 24, 1991, under the name of American Outpatient Centers, Inc.

FIRST: The name of the Corporation is Surgical Health Corporation.

SECOND: The Corporation shall have perpetual duration.

FOURTH: The nature of the business or purposes to be conducted or promoted are:

(a) To engage in the business of providing comprehensive clinical healthcare services on an inpatient or outpatient basis or otherwise in clinics and hospitals to the general public through the provision of physician services, ambulatory surgery services, anesthesiology services and other services and to do any and all things necessary and appropriate to carry out such business effectively, including, without limitation, the owning, leasing, management and operation of medical facilities and other physical properties, either directly or indirectly, or in concert with others.

(b) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $.0025 per share.

Richard M. Scrushy

Two Perimeter Park South

Birmingham, Alabama 35243

Aaron Beam, Jr.

Two Perimeter Park South

Birmingham, Alabama 35243

Anthony J. Tanner

Two Perimeter Park South

Birmingham, Alabama 35243

IN WITNESS WHEREOF, Surgical Health Corporation has caused its corporate seal to affixed hereto and caused this Restated Certificate of Incorporation to executed by Anthony J, Tanner, its Executive Vice President and attested by William W. Horton, its Assistant Secretary, this 13th day of June, 1995.


SURGICAL HEALTH CORPORATION

By		/s/ Anthony J. Tanner
		Anthony J. Tanner
		Vice President


ATTEST

/s/ William W. Horton
William W. Horton
Assistant Secretary

EX-3.224 213 dex3224.htm BYLAWS OF SURGICAL HEALTH CORPORATION Bylaws of Surgical Health Corporation

Exhibit 3.224

BY-LAWS

ARTICLE I

Meetings of Stockholders

ARTICLE II

Board of Directors

ARTICLE III

Committees

ARTICLE IV

Officers

Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other ,entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

ARTICLE V

Stock

ARTICLE VI

Indemnification and Advancement of Expenses

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

EX-3.225 214 dex3225.htm CERTIFICATE OF INCORPORATION OF SURGICARE OF HUNTSVILLE, INC. Certificate of Incorporation of Surgicare of Huntsville, Inc.

Exhibit 3.225

CERTIFICATION OF INCORPORATION

SURGICARE OF HUNTSVILLE, INC.

STATE OF ALABAMA X

MONTGOMERY COUNTY X

I, the undersigned Walker Hobbie, Jr., Judge of Probate of Montgomery County, Alabama, hereby certify that the Certificate of Incorporation of SURGICARE OF HUNTSVILLE, INC. has this day been filed for record in the Probate Court of Montgomery County, Alabama; and that the Certificate of Incorporation has been recorded in compliance of Title 10-2A-92 of the Code of Alabama, and that the incorporators of said corporation, their successors and assigns, constitute a body corporate under the name set forth in said Certificate, namely: SURGICARE OF HUNTSVILLE, INC.

IN WITNESS WHEREOF, I, the said Walker Hobbie, Jr., as Judge of Pro-bate of Montgomery County, Alabama, hereunto set my name and affix my seal of said Probate on this the 30th day of January, 1990.

/s/ [Walker Hobbie, Jr.]

WALKER HOBBIE, JR.

JUDGE OF PROBATE

MONTGOMERY COUNTY,

ALABAMA.

ARTICLES OF INCORPORATION

SURGICARE OF HUNTSVILLE, INC.

The undersigned incorporator to these Articles of Incorporation hereby forms a corporation (hereinafter called the “Corporation”) for profit under the laws of the State of Alabama:

(I) NAME

The name of the Corporation is “Surgicare of Huntsville, Inc.”

(II) STATE OF INCORPORATION

The Corporation is organized pursuant to the provisions of the Alabama Business Corporations Act.

(III) PERIOD OF DURATION

The period of duration of the Corporation is perpetual.

(IV) PURPOSE

The Corporation is a corporation for profit and is organized for the following purposes: for the acquisition of outpatient surgery centers and to engage in any and all lawful business for which corporations may be incorporated in the State of Alabama.

(V) AUTHORIZED SHARES

The aggregate number of shares which the Corporation shall be authorized to issue is 1,000 shares of Common Stock at par value of $1.00 each.

(VI) REGISTERED OFFICE

The street address of the initial registered office of the Corporation is 60 Commerce Street, Montgomery, Montgomery County, Alabama 36104, and the initial registered agent at such address is The Corporation Company.

(VII) INITIAL DIRECTORS

The number of directors constituting the initial Board of Directors of the Corporation is one, and the name and address of the person who is to serve as director until the first annual meeting of shareholders or until his successor is elected and shall qualify is:

Donald E. Steen

5080 Spectrum Drive, Suite 300

West Dallas, TX 75248

(VIII) INCORPORATOR

The name and address of the incorporator is:

Alex Jenkins

5080 Spectrum Drive, Suite 300

West Dallas, Texas 75248

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 29th day of January, 1990.

/s/ [Alex Jenkins]

Alex Jenkins, incorporator

EX-3.226 215 dex3226.htm BYLAWS OF SURGICARE OF HUNTSVILLE, INC. Bylaws of Surgicare of Huntsville, Inc.

Exhibit 3.226

BYLAWS

ARTICLE 1 OFFICES

ARTICLE 2

SHAREHOLDERS

2.2 Special Meetings. Special meetings may be called for any purposes by the holders of at least one-tenth (1/10) of all the shares entitled to be voted, the Board of Directors or the President.

2.4 Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered no less than ten (10) calendar days, or, in the case it is proposed to increase the stock or bonded indebtedness of the Corporation, not less than thirty (30) calendar days, nor more than sixty (60) calendar days before the date of the meeting, either personally or by mail, by or at the direction of the Board of Directors, the President, the Secretary or any Assistant Secretary to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. The attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting, except when a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is unlawfully called or convened and such shareholder expresses such objection at the beginning of the meeting or promptly upon his or her arrival.

(b) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. A stockholder whose shares are pledged shall be entitled to vote such shares unless, in the transfer by the pledgor on the books of the Corporation, the pledgor has expressly empowered the pledge to vote thereon, in which case the pledgee, or his or her proxy, may represent such shares and votes thereon.

ARTICLE 3

BOARD OF DIRECTORS

3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

3.4 Special Meetings. Special meetings of the Board of Directors or of any committee designated thereby may be called by, or at the request of, the President or by a majority of the directors. A special meeting of the Board of Directors or of any committee designated thereby shall be held at the principal office of the Corporation; provided that, by resolution, or by waiver signed by all directors, it may be held at any other place, either within or without the State of Alabama.

3.6 Quorum; Presumption of Assent. A majority of the number of directors fixed in the manner provided by Section 3.2 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but, if less than such quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding or transacting business at the meeting or, as to a matter required under the articles of incorporation or the bylaws to be included in the notice of the purpose of the meeting, he or she objects before action is taken on the matter; (2) his or her dissent or abstention from action taken is entered in the minutes of the meeting; or (3) he or she delivers written notice of his or her dissent or abstention to the presiding office of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting.

3.9 Compensation. Directors, by resolution of the Board of Directors, may be compensated as directors. Such compensation may be in cash or otherwise and may

ARTICLE 4

OFFICERS

4.7 Other Authority of Officers. The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation, and with the Secretary or an Assistant Secretary, may sign all certificates of shares of the capital stock of the Corporation, and do and perform such other acts and things as may from time to time be assigned to each of them by the Board of Directors. The President, the Treasurer or such other officers as are authorized by the Board of Directors may enter into contracts in the name of the Corporation or sell and convey any real estate or securities now or hereafter belonging to the Corporation and execute any deeds or written instruments of transfer necessary to convey good title thereto and each of the foregoing officers, or the Secretary or the Treasurer of the Corporation, is authorized and empowered to satisfy and discharge or record any mortgage or deed of trust now or hereafter of record in which the Corporation is a grantee or of which it is the owner, and any such satisfaction and discharge heretofore or hereafter so entered by any such officer shall be valid and in all respects binding on the Corporation.

4.11 Vacancies. A vacancy in any office elected or appointed by the Board of Directors because of death, resignation, removal, disqualification or otherwise, may be

ARTICLE 5

CONTRACTS, LOANS, CHECKS AND DEPOSITS

ARTICLE 6

CERTIFICATES FOR SHARES

AND THEIR TRANSFER

ARTICLE 7

FISCAL YEAR

The fiscal year of the Corporation shall end on the last day of [12] in each year.

ARTICLE 8

DIVIDENDS

ARTICLE 9

SEAL

ARTICLE 10

WAIVER OF NOTICE

ARTICLE 11

AMENDMENTS AND CONSTRUCTION

11.1 Power of Directors to Amend. The Board of Directors shall have the power to alter, amend and repeal the Bylaws of the Corporation or adopt new Bylaws for the Corporation at any regular or special meeting of the Board; provided that the Board of Directors may not alter, amend or repeal any Bylaw which establishes what constitutes a quorum at shareholders’ meetings, or which was adopted by the shareholders, and specifically provides that it cannot be altered, amended or repealed by the Board of Directors.

EX-3.227 216 dex3227.htm ARTICLES OF INCORPORATION OF SURGICARE OF LAGUNA HILLS, INC. Articles of Incorporation of Surgicare of Laguna Hills, Inc.

Exhibit 3.227

ARTICLES OF INCORPORATION

SURGICARE OF LAGUNA HILLS, INC.

ARTICLE I

The name of this corporation is Surgicare of Laguna Hills, Inc. (the “Corporation”).

ARTICLE II

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporation Code.

ARTICLE III

The name and address in California of the Corporation’s initial agent for service of process is: Robert D. Mosher, 445 S. Figueroa Street, 31st Floor, Los Angeles, CA 90071-1602.

ARTICLE IV

The Corporation is authorized to issue only one class of shares of stock. The total number of shares which the Corporation is authorized to issue is 1,000, each of which shall have a par value of $1.00.

ARTICLE V

The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissable under California law.

ARTICLE VI

The Corporation is authorized to provide indemnification of agents, as that term is defined in Section 317 of the California General Corporation Law, in excess of that expressly permitted by said Section 317, under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, to the fullest extent such indemnification may be authorized hereby, subject to the limits on such excess indemnification set forth in Section 204 of the California General Corporation Law. The Corporation is further authorized to provide insurance for agents as set forth in Section 317 of the California Corporations Code, provided that, in cases where the Corporation owns all or a portion of the shares of the company issuing the insurance policy, the company and/or the policy must meet one of the two sets of conditions set forth in Section 317, as amended.

Any repeal or modification of the foregoing provisions of this Article VI by the shareholders of this Corporation shall not adversely affect any right or protection of an agent of this Corporation existing at the time of such repeal or modification.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.

Dated September 14, 1993.

Alex Bennett, Incorporator

EX-3.228 217 dex3228.htm BYLAWS OF SURGICARE OF LAGUNA HILLS, INC. Bylaws of Surgicare of Laguna Hills, Inc.

Exhibit 3.228

BYLAWS

ARTICLE I

OFFICES

Section 1.1 Principal Offices

The board of directors shall fix the location of the principal and executive offices of the corporation at any place within or outside the State of California. The board of directors is hereby granted full power and authority to change the location of the principal executive office of the corporation from one location to another. If the principal executive office is located outside the State of California, and the corporation has one (1) or more business offices in the State of California, the board of directors shall likewise fix and designate a principal business office in the State of California.

Section 1.2 Other Offices

The board of directors may at any time establish branch or subordinate offices at any place or places.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1 Place of Meetings

Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation or at any place consented to in writing by all persons entitled to vote it such meeting, given before or after the meeting and filed with the secretary of the corporation.

Section 2.2 Annual Meetings of Shareholders

The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At each annual meeting, directors shall be elected and any other proper business may be transacted.

Section 2.3 Special Meetings

A special meeting of the shareholders may be called at any time, subject to the provisions of Sections 4 and 5 of this Article II, by the board of directors, the chairman of the board, the president or the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting or such additional persons as provided in the articles of incorporation or in these Bylaws.

If a special meeting is called by anyone other than the board of directors or the president or the chairman of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by other written communication to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving the request forthwith shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

Section 2.4 Notice of Shareholders’ Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these Bylaws not less than ten (10) (or, if sent by a third-class mail pursuant to Section 2.5 of these Bylaws, not less than thirty (30)) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, day and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of the next paragraph of this Section 2.4, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board of directors for election.

If action is proposed to be taken at any shareholders’ meeting for approval of (i) a contract or transaction between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association in which one or more of its directors has a material financial interest, pursuant to Section 310 of the General Corporation Law of California (the “GCL”), (ii) an amendment to the articles of incorporation, pursuant to Section 902 of the GCL, (iii) a reorganization of the corporation, pursuant to Section 1201 of the GCL, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the GCL or (v) a distribution in dissolution other than in accordance with the rights of the outstanding preferred shares pursuant to Section 2007 of the GCL, such approval, other than unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.

Section 2.5 Manner of Giving Notice

Notice of any meeting of shareholders (or any report referenced in Article VI of these Bylaws) shall be given in writing either personally or by first-class mail.

An affidavit of the mailing or other means of giving any notice (or any report referenced in Article VI of these Bylaws) in accordance of the provisions of this Section 2.5, executed by the secretary, assistant secretary or any transfer agent of the corporation giving such notice, shall be prima facie evidence of the giving of the notice or report.

If any notice (or any report referenced in Article VI of these Bylaws) addressed to a shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of such notice or report to all other shareholders.

Section 2.6 Quorum

Unless otherwise provided in the articles of incorporation, the presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum at a meeting of the shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. Except as provided in the immediately succeeding sentence, the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares of voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the GCL, the articles of incorporation. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares are required to constitute a quorum. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy but no other business may be transacted, except as provided in the immediately preceding sentence.

Section 2.7 Adjourned Meeting and Notice Thereof

Any shareholders’ meeting, whether annual or special, and whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy. When any shareholders’ meeting, whether annual or special, is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. Notice of any such adjourned meeting, if required, shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5.

Section 2.8 Voting

The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11, subject to the provisions of Chapter 7 of the GCL. Elections for directors and voting on any other matter at a shareholders’ meeting need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins. Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the articles of incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders.

Any shareholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, other than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares such shareholder is entitled to vote.

At a shareholders’ meeting involving the election of directors, no shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates as the shareholder thinks fit) for any candidate or candidates unless such candidate or candidates names have been placed in nomination prior to the voting and the shareholder has given notice at such meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. The candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them, up to the number of directors to be elected, shall be elected; votes against a candidate and votes withheld shall have no legal effect.

Section 2.9 Waiver of Notice or Consent By Absent Shareholders

The transactions of any meeting of the shareholders, whether annual or special, however called or noticed, and wherever held, are as valid as though they had been taken at a meeting duty held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, and each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. Neither the business to be transacted at nor the purpose of any meeting of the shareholders, whether annual or special, need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided for in the articles of incorporation or these Bylaws, except as provided in the second paragraph of Section 2.4 of these Bylaws. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance of a person at a meeting constitutes a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of

any business because the meeting is not lawfully called or convened; provided, that attendance at a meeting shall not constitute a waiver of any right to object to the consideration of matters required by the GCL to be included in the notice of such meeting but not so included, if such objection is expressly made at the meeting.

Section 2.10 Shareholder Action By Written Consent Without a Meeting

Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors; provided, however, that the shareholders may elect a director at any time to fill any vacancy not filled by the directors and not created by the removal of such director, by written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.

All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, the secretary shall give prompt notice to those shareholders entitled to vote who have not consented in writing of the taking of any corporate action approved by shareholders without a meeting by less than unanimous written consent. Such notice shall be given in accordance with Section 2.5 of these Bylaws. In the case of approval of (i) contracts or transactions between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association in which one or more of its directors has a material financial interest, pursuant to Section 310 of the GCL, (ii) indemnification of agents of the corporation, pursuant to Section 317 of the GCL, (iii) a reorganization of the corporation, pursuant to Section 1201 of the GCL or (vi) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the GCL, such notice shall be given at least ten (10) days before the consummation of the action authorized by such approval, unless the consents of all shareholders entitled to vote has been solicited in writing.

Section 2.11 Record Date for Shareholder Notice, Voting and Giving Consents

In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days before any other action. Shareholders at the close of business on the record date are entitled to notice and to vote, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the GCL, the articles of incorporation or by agreement.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting, but the board of directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

If the board of directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the board of directors has been taken, shall be the day on which the first written consent is given.

(c) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when prior action by the board of directors has been taken, shall be at the close of business on the day on which the board adopts the resolution relating thereto, or of the sixtieth (60th) day prior to the date of such other action, whichever is later.

The record date for any other purpose shall be as provided in Section 7.1 of these Bylaws.

Section 2.12 Proxies

Every person entitled to vote shares shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed to be signed if the shareholder’s name or other authorization is placed on the proxy (whether by manual signature, typing, telegraphic or electronic transmission or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is near irrevocable shall continue in full force and effect until revoked by the person executing that prior to the vote pursuant thereto, except as otherwise provided in this Section 2.12. Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and present it to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. A proxy is not revoked by the death or incapacity of the maker unless before the vote is counted, written notice of such death or incapacity is received by the corporation. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the GCL.

Section 2.13 Inspectors of Election

In advance of any meeting of shareholders the board of directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If such inspectors are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of the meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons to replace those who fail to appear or refuse to act) at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one (1) or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.

The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determined when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 3.1 Powers

Subject to the provisions of the GCL and any limitations in the articles of incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, or by a less than majority vote of the class or series of preferred shares (if so provided in accordance with Section 402.5 of the GCL), the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors. The board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board of directors.

Section 3.2 Number and Qualification of Directors

The authorized number of directors of the corporation shall be not less than one nor more than twelve. Such maximum or minimum number of directors, or a fixed board to a variable board, or vice-versa, may be changed only by a duly adopted amendment to the articles of incorporation or to these Bylaws by the affirmative vote or written consent of the holders of a majority of the outstanding shares entitled to vote (including separate class votes, if so required by the GCL or the articles of incorporation); provided, however, that a Bylaw or amendment to the articles of incorporation reducing the fixed number or the minimum number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to more than 16-2/3% of the outstanding shares entitled to vote thereon.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 3.3 Election and Term of Office of Directors

Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, except in the case of the death, resignation or removal of such director.

Section 3.4 Vacancies and Resignation

A vacancy or vacancies in the board of directors shall be deemed to exist in the case of the death, resignation, or removal of any director, or if the authorized number of directors is increased (by the board of directors or shareholders), or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if they shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting.

Unless otherwise provided in the articles of incorporation, vacancies on the board of directors, except for a vacancy created by the removal of a director, may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (i) that unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the GCL or (iii) a sole remaining director. Unless the articles of incorporation or a Bylaw adopted by the shareholders provide that the Board of Directors may fill vacancies occurring in the board of directors by reason of the removal of directors, such vacancies may be filled only by approval of the shareholders.

The shareholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent other than to fill a vacancy created by removal requires the consent of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous written consent of all shares entitled to vote for the election of directors.

Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 3.5 Removal

(a) Any or all of the directors may be removed from office without cause if the removal is approved by the outstanding shares, subject to the following: (i) no director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the

director’s most recent election were then being elected; and (ii) when by the provisions of the articles of incorporation the holders of the shares of any class or series, voting as a class or series, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

(b) Any reduction of the authorized number of directors or amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director’s term of office.

(c) except as provided in this Section 3.5 and Sections 302 and 304 of the GCL, a director may not be removed prior to the expiration of the director’s term of office.

Section 3.6 Place of Meetings and Telephone, Etc. Meeting

Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board of directors. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board of directors shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation.

Members of the board of directors may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this Section 3.6 constitutes presence in person at such meeting.

Section 3.7 Regular Meetings

Regular meetings of the board of directors may be held without notice if the time and place of the meetings are fixed by the board of directors or these Bylaws.

Section 3.8 Special Meetings, Notice

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president or any vice president or the secretary or any two directors. Special meetings of the board of directors shall be held upon four (4) days’ notice by mail or forty-eight (48) hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means.

Section 3.9 Waiver of Notice

Notice of a meeting need not be given to a director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director. These waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board of directors.

Section 3.10 Quorum

The presence of all of the authorized number of directors constitutes a quorum of the board of directors for the transaction of business, except to adjourn as provided by Section 3.11 of these Bylaws. An act or decision done or made by all of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, subject to the provisions of Section 310 of the GCL (approval of contracts in which a director has a direct or indirect material financial interest) and Section 317(e) of the GCL (indemnification of agents of the corporation). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is unanimously approved by the required quorum for that meeting.

Section 3.11 Adjournment

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.

Section 3.12 Action Without Meeting

Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. The written notice or consents shall be filed with the minutes of the proceedings of the board of directors. The action by written consent shall have the same force and effect as a unanimous vote of the directors.

Section 3.13 Fees and Compensation of Directors

Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.13 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

Section 3.14 Committees

The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board of directors. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in the resolution of the board of directors, shall have the authority of the board of directors, except with respect to:

(i) the approval of any action which, under the GCL, also requires shareholders’ approval or the approval of the outstanding shares;

(ii) the filling of vacancies on the board of directors or on any committee;

(iii) the fixing of compensation of the directors for serving on the board or on any committee;

(iv) the amendment or repeal of these Bylaws or the adoption of new Bylaws;

(v) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(vi) a distribution, except at a rate, in a periodic amount or within any price range set forth in the articles of incorporation or determined by the Board of Directors; and

(vii) the appointment of other committees of the board of directors or the members thereof.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, with such changes in the context of these Bylaws as is necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

Section 3.15 Approval of Loans to Officers

If these Bylaws have been approved by a majority of the corporation’s shareholders entitled to act thereon in accordance with the GCL, the corporation may, upon the approval of the Board of Directors alone, make loans of money or property to, or guarantee the obligations of, any officer of the corporation or of its parent, if any, whether or not a director, or adopt an employee benefit plan or plans authorizing such loans or guarantees; provided, that (i) the Board of Directors determines that such a loan or guaranty or plan may reasonably be expected to benefit the corporation, (ii) the corporation has outstanding shares held of record by 100 or more persons (determined as provided in Section 605 of the GCL) on the date of the approval by the Board of Directors and (iii) the approval of the Board of Directors is by a vote sufficient without counting the vote of any interested director or directors. Notwithstanding the foregoing, the corporation shall have the power to make loans permitted by the GCL.

ARTICLE IV

OFFICERS

Section 4.1 Officers

The Corporation shall have a chairman of the board or a president or both, a secretary, a chief financial officer and such other officers with such titles and duties as shall be determined by the board of directors and as may be necessary to enable it to sign instruments and share certificates. The president, or if there is no president the chairman of the board, is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles of incorporation or these Bylaws. Any number of offices may be held by the same person unless the articles of incorporation or these Bylaws provide otherwise. The board of directors may appoint, or may empower the chairman of the board or the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, shall have authority and perform such duties as are provided in these Bylaws or as the board of directors may from time to time determine.

Section 4.2 Election of Officers

Except as otherwise provided by the articles of incorporation or these Bylaws, officers shall be chosen by the board of directors and serve at the pleasure of the board of directors, subject to the rights, if any, of an officer under contract of employment.

Section 4.3 Removal and Resignation of Officers

Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the pleasure of the board of directors and any officer may be removed, either with or without cause, by the board of directors at any regular or special meeting of the board of directors or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any

contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice, and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 4.4 Vacancies in Offices

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such offices.

Section 4.5 Chairman of the Board

The chairman of the board of directors, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned by the board of directors or prescribed by these Bylaws. If there is no president, the chairman of the board of directors shall in addition be the chief executive officer of the corporation and shall have tie powers and duties prescribed in Section 4.6 of these Bylaws.•

Section 4.6 President

Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation, and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and the officers of the corporation. The president shall preside at all meetings of the shareholders and, in the absence or a non-existence of the chairman of the board, at all meetings of the board of directors. He shall have the general powers and duties of management usually invested in the office of president of the corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these Bylaws.

Section 4.7 Vice Presidents

In the absence or disability of the president (or chairman of the board, if there is no office of president), the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or these Bylaws, the president or the chairman of the board, if there is no president.

Section 4.8 Secretary

The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may order, a book of minutes of all meetings and actions of directors, committees of directors and shareholders, with the time and place of each meeting, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ and committee meetings, the number of shares present or represented at shareholders’ meetings and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by these Bylaws or by the GCL to be given, and shall keep the seal of the corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these Bylaws.

Section 4.9 Chief Financial Officer

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall be open at all reasonable time to inspection by any director.

The chief financial officers shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositary as may be designated by the board of directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president (or chairman of the board, if there is no president) and directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these Bylaws.

Section 4.10 Representation of Shares of Other Corporations

The chairman of the board, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

Section 5.1 Indemnification of Directors and Officers

The corporation shall, to the maximum extent and in the manner permitted by the GCL, indemnify each of its directors and officers against expenses (as defined in Section 317(a) of the GCL), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the GCL), arising by reason of the fact that such person is or was a director or officer of the corporation. For purposes of this Article V, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Section 5.2 Indemnification of Others

The Corporation shall have the power, to the extent and in the manner permitted by the GCL, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in Section 317(a) of the GCL), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the GCL), arising by reason of the fact that such person is or was an employee or agent of the corporation. For purposes of this Article V, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Section 5.3 Payment of Expenses in Advance

Expenses and attorneys’ fees incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 5.1, or if otherwise approved by the board of directors, shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article V.

Section 5.4 Indemnity Not Exclusive

The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 5.5 Insurance Indemnification

The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of that person’s status as such, whether or not the corporation would have the power to indemnify that person against such liability under the provisions of this Article V.

Section 5.6 Conflicts

No indemnification or advance shall be made under this Article V, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstances where it appears:

(i) that it would be inconsistent with a provision of the articles of incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in a proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(ii) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 5.7 Right to Bring Suit

If a claim under this Article V is not paid in full by the corporation within 90 days after a written claim has been received by the corporation (either because the claim is denied or because no determination is made), the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. The corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the GCL for the corporation to indemnify the claimant for the claim. Neither the failure of the corporation (including its board of directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met the applicable standard of conduct, if any, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its shareholders) that the claimant has not met the applicable standard of conduct, shall be a defense to such action or create a presumption for the purposes of such action that the claimant has not met the applicable standard of conduct.

Section 5.8 Indemnity Agreements

The board of directors is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, or any person who was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, providing for indemnification rights equivalent to or, if the board of directors so determines and to the extent permitted by applicable law, greater than, those provided for in this Article V.

Section 5.9 Amendment, Repeal or Modification

Any amendment, repeal or modification of any provision of this Article V shall not adversely affect any right or protection of a director, officer, employee or agent of the corporation existing at the time of such amendment, repeal or modification.

ARTICLE VI

RECORDS AND REPORTS

Section 6.1 Maintenance and Inspection of Share Register

The Corporation shall keep either at its principal executive office or at the office of its transfer agent or register our (if either is appointed) a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14A with the United States Securities and Exchange Commission, shall have an absolute right to do either or both of the following: (i) inspect and copy the record of shareholders’ names, addresses and shareholdings during usual business hours upon five (5) days’ prior written demand upon the corporation or (ii) obtain from the transfer agent of the corporation, upon a written demand and upon the tender of such transfer agent’s usual charges for such list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of five (5) business days after the demand is received or the date specified therein as the date as of which the list is to be compiled.

The record of shareholders shall also be open to inspection and copying by a shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to the holder’s interests as a shareholder or holder of a voting trust certificate.

Any inspection and copying under this Section 6.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 6.2 Maintenance and Inspection of Bylaws

The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in California, the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in such state, then it shall, upon the written request of any shareholder, furnish to such shareholder a copy of these Bylaws as amended to date.

Section 6.3 Maintenance and Inspection of Other Corporate Records

The accounting books and records and minutes of proceedings of the shareholders and the board of directors, and committees of the board of directors, shall be kept at such place or places as are designated by the board of directors or, in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

The minutes and accounting books and records shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of a voting trust certificate. Such inspection by a shareholder or holder of the voting trust certificate may be made in person or by an agent or attorney and the right of the inspection includes the right to copy and make extracts. Such rights of inspection shall extend to their records of each subsidiary corporation of the corporation.

Section 6.4 Inspection By Directors

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and each of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts.

Section 6.5 Annual Report to Shareholders: Waiver

The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent to the shareholders at least fifteen (15) (or, if sent by third-class mail, thirty-five (35)) days prior to the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these Bylaws for giving notice to shareholders of the corporation.

The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record.

Section 6.6 Financial Statements

If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the close of such fiscal year, deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of the balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.

A shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of that period. The statements shall be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months and it shall be exhibited at all reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the second paragraph of Section 6.5 shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The quarterly income statements and balance sheets referred to in this Section 6.6 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

ARTICLE VII

GENERAL MATTERS

Section 7.1 Record Date for Purposes Other Than Notice and Voting

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than with respect to notice or voting at a shareholders meeting or action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days prior to any such action. Only shareholders of record at the close of business on the record date are entitled to receive the dividend, distribution or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the articles of incorporation, the GCL or by agreement.

If the board of directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the date on which the board of directors adopts the resolution relating thereto or the sixtieth (60th) day prior to the date of that action, whichever is later.

Section 7.2 Checks; Drafts; Evidences of Indebtedness

From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

Section 7.3 Corporate Contracts and Instruments: How Executed

The board of directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or arrangement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 7.4 Certificates For Shares

Every holder of shares in the corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman or vice chairman of the board or the president or a vice president and by the chief financial officer or treasurer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be been by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Notwithstanding the above paragraph, the corporation may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for the required statements on certificates under sections 417, 418 and 1302 of the GCL, and as may be required by the California Corporations Commissioner in administering the Corporate Securities Law of 1968, which system (1) has been approved by the United States Securities and Exchange Commission, (2) is authorized in any statute of the United States or (3) is in accordance with Division 8 (commencing with Section 8101) of the California Commercial Code. Any system so adopted shall not become effective as to issued and outstanding certificated securities until the certificates therefor have been surrendered to the corporation.

Section 7.5 Lost Certificates

Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation or its transfer agent or registrar and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed (as evidenced by a written affidavit or affirmation of such fact), authorize the issuance of replacement certificates on such terms and conditions as the board of directors may require; the board of directors may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 7.6 Construction; Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the GCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the corporation and a natural person.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendment By Shareholders

New Bylaws may be adopted, or these Bylaws may be amended or repealed, by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation set forth the number of authorized directors, then the authorized number of directors may be changed only by an amendment of the articles of incorporation.

Section 8.2 Amendment By Directors

Subject to the rights of the shareholders as provided in Section 8.1 of these Bylaws, Bylaws, other than a Bylaw or an amendment of a Bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a Bylaws providing for a variable number of directors), may be adopted, amended or repealed by the board of directors.

Section 8.3 Record Of Amendments

Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of minutes with the original Bylaws. If any Bylaw is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written consent was filed, shall be stated in said book.

ARTICLE IX

INTERPRETATION

Reference in these Bylaws to any provision of the GCL shall be deemed to include all amendments thereof.

EX-3.229 218 dex3229.htm ARTICLES OF INCORPORATION OF TARRANT COUNTY REHABILITATION HOSPITAL, INC. Articles of Incorporation of Tarrant County Rehabilitation Hospital, Inc.

Exhibit 3.229

ARTICLES OF INCORPORATION

TARRANT COUNTY REHABILITATION HOSPITAL, INC.

* * * * *

ARTICLE ONE

The name of the corporation is

TARRANT COUNTY REHABILITATION HOSPITAL, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are:

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of common shares which the corporation shall have authority to issue is One Thousand (1,000) of the par value of One Dollar ($1.00) each.

ARTICLE FIVE

ARTICLE SIX

The street address of its initial registered office is 1601 Elm Street, c/o C T Corporation System, Dallas, Texas 75201, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

ARTICLE SEVEN

The number of directors of the corporation may be fixed by the by-laws.

The number of directors constituting the initial board of directors is One (1), and the name and address of the person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified is:

NAME

ADDRESS

Robert A. Ortenzio

600 Wilson Lane

P.O. Box 715

Mechanicsburg, PA 19055

ARTICLE EIGHT

The names and addresses of the incorporators are:


NAMES		ADDRESSES
Ann J. Williams		123 South Broad Street Philadelphia, PA 19109

Janice C. Anderle		123 South Broad Street Philadelphia, PA 19109

ARTICLE NINTH

No shareholder of this corporation shall by reason of his holding shares of any class have any pre-emptive or preferential right to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized.

IN WITNESS WHEREOF, we have hereunto set our hands, this 9th day of November, 1988.

/s/ Ann J. Williams

Ann J. Williams

/s/ Janice C. Anderle

Janice C. Anderle

EX-3.230 219 dex3230.htm BYLAWS OF TARRANT COUNTY REHABILITATION HOSPITAL, INC Bylaws of Tarrant County Rehabilitation Hospital, Inc

Exhibit 3.230

Bylaws of

Tarrant County Rehabilitation Hospital, Inc.

a Texas Corporation

February 2006

BYLAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Dallas, Texas.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be three, or such other number as the Board shall determine consistent with Section 2.32 of the Texas Business Corporation Act. Directors need not be residents of the State of Texas nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Any directorship to be filled by reason of an increase in the number of directors maybe filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may also be filled by the board of directors for a term of office until the next election of directors by shareholders; provided no more than two directorships may be so filled during a period between any two successive annual meetings of shareholders.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

ARTICLE VII

COMMITTEES OF DIRECTOR

Section 1. The board of directors, by resolution adopt by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in the resolution, shall have and may exercise all of the authority of the board of

directors, except that no such committee shall have the authority of the board of directors in reference to amending the articles of incorporation, approving a plan of merger or consolidation, recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, amending, altering, or repealing the by-laws of the corporation or adopting new by-laws for the corporation, filling vacancies in the board of directors or any committee, filling any directorship to be filled by reason of an increase in the number of directors, electing or removing officers or members of any committee, fixing the compensation of any member of a committee, or altering or repealing any resolution of the board of directors which by its terms provides that it shall not be so amendable or repealable; and, unless the resolution expressly so provides, no committee shall have the power or authority to declare a dividend or to authorize the issuance of shares of the corporation.

ARTICLE VIII

NOTICES

ARTICLE IX

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president and a secretary neither of whom need be a member of the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

Section 8. The vice-president, if there is one, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as a board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

THE TREASURER AND ASSISTANT TREASURERS

ARTICLE X

CERTIFICATES FOR SHARES

the record holder of the certificate without charge on written request to the corporation at its principal place of business or registered office. Every certificate shall have noted thereon any information required to be set forth by the Texas Business Corporation Act and such information shall be set forth in the manner provided in said Act.

LOST CERTIFICATES

TRANSFERS OF SHARES

CLOSING OF TRANSFER BOOKS

shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

LIST OF SHAREHOLDERS

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

ARTICLE XII

AMENDMENTS

EX-3.231 220 dex3231.htm CERTIFICATE OF LIMITED PARTNERSHIP OF TERRE HAUNTE Certificate of Limited Partnership of Terre Haunte

Exhibit 3.231

CERTIFICATE OF LIMITED PARTNERSHIP

Terre Haute Regional Rehabilitation Hospital, L.P.

The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 5 Delaware Code, Chapter 17, do hereby certify as follows:

I. The name of the limited partnership is

Terre Haute Regional Rehabilitation Hospital, L.P.

III. The name and mailing address of each general partner is as follows:


		NAME				MAILING ADDRESS
		Terre Haute				600 Wilson Lane, Box 715
		Rehabilitation Hospital, Inc.				Mechanicsburg, PA 17055

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of Terre Haute Regional Rehabilitation Hospital., L.P. as of January 28, 1992.


By:		Terre Haute Rehabilitation
		Hospital, Inc., General Partner

		/s/ [unreadable]
		Vice President

EX-3.232 221 dex3232.htm AGREEMENT OF LIMITED PARTNERSHIP OF TERRE HAUTE REGIONAL REHAB HOSPITAL, L.P. Agreement of Limited Partnership of Terre Haute Regional Rehab Hospital, L.P.

Exhibit 3.232

FIRST AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP OF

TERRE HAUTE REGIONAL REHABILITATION HOSPITAL. L.P.

THIS FIRST AMENDMENT to Agreement of Limited Partnership of Terre Haute Regional Rehabilitation Hospital, L.P. is made and entered into as of the 1st day of May, 1994, by and between TERRE HAUTE REHABILITATION HOSPITAL, INC., a Delaware corporation (‘General Partner”), and TERRE HAUTE REGIONAL HOSPITAL, INC., an Indiana corporation (“Special Limited Partner”).

BACKGROUND:

A. General Partner and Special Limited Partner entered into a certain Agreement of Limited Partnership dated as of January 31, 1992 (the “Agreement”).

B. Pursuant to the Agreement, General Partner and Special Limited Partner created a limited partnership named Terre Haute Regional Rehabilitation Hospital, L.P. (the “Partnership”).

C. The Partnership was formed to govern the ownership and operation of a 60-bed comprehensive medical rehabilitation hospital in Terre Haute, Indiana.

D. General Partner and Special Limited Partner desire to amend the Agreement (capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Paragraph 6.1 of the Agreement is hereby amended in its entirety to read as follows:

6.1. Capital Contribution of the General Partner. The General Partner shall initially contribute to the capital of the Partnership cash in the amount of Three Hundred Thousand Dollars ($300,000), which shall be paid six (6) months prior to the estimated completion of construction of the Hospital. At the time of completion of acquisition of the Existing Unit pursuant to Section 8.3 of this Agreement, General Partner shall contribute to the capital of the Partnership additional cash in the amount of Five Hundred Six Thousand Seven Hundred Fifty Dollars ($506,750), representing General Partner’s share of the purchase price of the Existing Unit, and thereafter General Partner’s capital account shall be Eight Hundred Six Thousand Seven Hundred Fifty Dollars ($806,750).

2. Paragraph 6.2 of the Agreement is hereby amended in its entirety to read as follows:

6.2 Contribution of the Soecial Limited Partner to Partnership Capital. The Special Limited Partner shall initially contribute to the capital of the Partnership cash in the amount of Three Hundred Thousand Dollars ($300,000),

which shall be paid six (6) months prior to the estimated completion of construction of the Hospital. At the time of completion of acquisition of the Existing Unit pursuant to Section 8.3 of this Agreement, Special Limited Partner shall contribute to the capital of the Partnership additional cash in the amount of Five Hundred Six Thousand Seven Hundred Fifty Dollars ($506,750), representing Special Limited Partner’s share of the purchase price of the Existing Unit, and thereafter Special Limited Partner’s capital account shall be Eight Hundred Six Thousand Seven Hundred Fifty Dollars ($806,750).

3. The amendments contained herein shall be effective as of January 31, 1992.

4. All other terms and conditions contained in the Agreement not amended hereby remain in full force and effect.

IN WITNESS WHEREOF, General Partner and Special Limited Partner, constituting the owners of all of the partnership interest in Partnership, have caused this First Amendment to Agreement of Limited Partnership to be duly executed as of the day and year first above written.


GENERAL PARTNER:

TERRE HAUTE REHABILITATION HOSPITAL, INC., a Delaware corporation

By:		/s/ Michael E. Tarvin
		Michael E. Tarvin
		Vice President

SPECIAL LIMITED PARTNER:

TERRE HAUTE REGIONAL HOSPITAL, INC., an Indiana corporation

By:		/s/ [name]
Name:
Title:		Vice President

AGREEMENT

LIMITED PARTNERSHIP

TERRE HAUTE REGIONAL REHABILITATION HOSPITAL, L.P.

This Agreement of Limited Partnership of Terre Haute Regional Rehabilitation Hospital, L.P., (the “Partnership”) made and entered into as of January , 1992, by and among Terre Haute Rehabilitation Hospital, Inc., a Delaware corporation and wholly-owned subsidiary of Continental Medical Systems with its principal place of business located at 600 Wilson Lane, P.O. Box 715, Mechanicsburg, PA 17055 as the general partner (the “General Partner”), and Terre Haute Regional Hospital, Inc., an Indiana corporation with its principal place of business at 4525 Harding Road, Nashville, Tennessee 37205, as the special limited partner (the “Special Limited Partner”), and the other persons who may become limited partners under the terms of this Agreement (each a “Limited Partner” and collectively, with the Special Limited Partner, the “Limited Partners”).

The parties hereto agree as follows:

I. DEFINITIONS

When used in this Agreement, the following terms shall have the meanings set forth below:

1.1. “Act” means the Delaware Revised Uniform Limited Partnership Act, being Sections 17-101 et seq. of the Delaware Code Annotated, as amended from time to time.

1.3. “Agreement” means this Agreement of Limited Partnership, as amended from time to time.

1.4. “Available Cash Flow” means all cash funds of the Partnership on hand at the end of each fiscal year less (i) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at the end of such fiscal year (including those which are in dispute), which may include debt service, including principal and interest payments, on Partnership indebtedness, all lease payments and management fees, and capital expenditures, but without deduction for depreciation and other non-cash expenses, and (ii) provision for a reserve for reasonably anticipated cash expenses and contingencies.

1.5. “Capital Contribution” in respect of any Partner or transferee of such Partner means the amount of all cash, notes, assumptions or guarantees of Partnership indebtedness, and other property, tangible or intangible, contributed or sold by such Partner to the capital of the Partnership.

1.6. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.7. “Continental” means Continental Medical Systems, Inc., an Affiliate of the General Partner.

1.8. “Fixed Value” has the meaning set forth in Section 11.3 of this Agreement.

1.9. “General Partner” means the party designated as the “General Partner” in the first paragraph of this Agreement.

1.10. “General Partner Loan” means the loan defined in Section 7.4 of this Agreement.

1.11. “Healthtrust” means Healthtrust, Inc.—The Hospital Company, the holder as of the data hereof of 100% of the Capital Stock of the Special Limited Partner.

1.12. “Hospital” means the hospital to be located in Terre Haute, Indiana, known as Terre Haute Regional Rehabilitation Hospital.

1.13. “Interest” means limited Partnership interest in the Partnership, or any portion thereof as the context requires.

1.14. “Licensure” has the meaning set forth in Section 10.1.4 of this Agreement.

1.15. “Limited Partners” means the Special Limited Partner and any other person or entity admitted to the partnership as a limited partner.

1.16. “Limited Partnership Percentage” in respect of any Limited Partner means that fraction, expressed as a percentage, having as its numerator the percentage interest in Available Cash Flow pursuant to Article IX held by such Limited Partner and having as its denominator the total percentage interest in Available Cash Flow pursuant to Article IX held by all Limited Partners.

1.17. “Management Agreement” means the agreement between Continental and the Partnership, pursuant to which Continental will manage the Hospital.

1.18. “Partners” means collectively the General Partner and the Limited Partners.

1.19. “Partnership” means Terre Haute Regional Rehabilitation Hospital, L.P.

1.20. “Partnership Return” means the U.S. Partnership Information Return of Income of the Partnership.

1.21. “Special Limited Partner” means Terre Haute Regional Hospital, Inc., a wholly-owned subsidiary of Healthtrust.

1.22. “Treasury Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

II. ORGANIZATION

2.1. Formation. A Limited Partnership shall be formed under and pursuant to the Act by the filing of a Certificate of Limited Partnership of the Partnership for record in the Office of the Secretary of State of Delaware on January 28, 1992, and in such other places as may be necessary to protect the status of the Partnership as a limited partnership and as otherwise required by law.

2.2. Name. The name of the Partnership is Terre Haute Regional Rehabilitation Hospital, L.P. The business of the Partnership may be conducted under any name chosen by the General Partner and the General Partner may in its sole discretion from time to time change the name of the Partnership.

III. PRINCIPAL PLACE OF BUSINESS

AND AGENT FOR SERVICE OF PROCESS

The principal place of business of the Partnership shall be located at 600 Wilson Lane, P.O. Box 715, Mechanicsburg, PA 17055, or at such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership’s registered office and registered agent in Delaware shall be: The Corporation Trust Company, Corporation Trust Canter, 1209 Orange Street, Wilmington, Delaware 19801.

IV. BUSINESS

The business to be conducted by the Partnership shall be to own or lease and operate the Hospital.

V. TERM

The Partnership shall exist until December 31, 2025, unless terminated sooner pursuant to Article XIII of this Agreement.

VI. CAPITAL CONTRIBUTION AND STATUS

6.1. Capital Contribution of the General Partner. The General Partner shall contribute to the capital of the Partnership cash in the amount of $300,000, which shall be paid six months prior to estimated completion of construction of the Hospital.

6.2. Contribution of the Special Limited Partner to Partnership Capital. The Special Limited Partner shall contribute to the capital of the Partnership cash in the amount of $300,000, which shall be made six months prior to estimated completion of construction of the Hospital.

6.3. Limited Liability. The obligations of a Limited Partner are limited to those expressly set forth herein and a Limited Partner shall not be bound by, or personally liable for, the expenses, liabilities or obligations of the Partnership, except as provided in the Act.

6.4. Role of Limited Partners. Except as otherwise provided in this Agreement, a Limited Partner shall take no part in or interfere in any manner with the conduct or control of the business of the Partnership and shall have no right or authority to act for or bind the Partnership.

6.5. Withdrawal of Capital Contributions. Except as provided herein, no Limited Partner shall have the right to withdraw or reduce his Capital Contribution without the consent of the General Partner. No Limited Partner shall have the right to demand or receive property other than cash in return for his Capital contribution, and, except as provided in Section 6.2 of this Agreement, no Limited Partner shall have priority over any other Limited Partner, either as to the return of ‘Capital Contributions or as to profits, losses or distributions.

6.6. Assessments. Limited Partners will not be subject to additional assessments for contributions to the capital of the Partnership.

6.7. Sale of Additional Interests. The General Partner may, upon terms and conditions agreed upon by the Special Limited Partner, sell limited partnership Interests in the Partnership to individuals and entities who shall become Limited Partners. The ownership interest of the General Partner and the Special Limited Partner shall be diluted on a pro rata basis upon the admission of additional Limited Partners under this Section.

VII. EXPENSES OF THE PARTNERSHIP

7.1. Organizational and Offering Expenses. The Partnership will pay, or reimburse the General Partner and the Special Limited Partner for, all the expenses of its organization.

7.2. Management Costs. The management of the Partnership will be under the control of its General Partner. The General Partner shall be reimbursed for its reasonable out-of-pocket expenses incurred on behalf of the Partnership in connection with its duties as the General Partner. The Hospital will be managed by the General Partner or an Affiliate pursuant to a Management Agreement with the Partnership in the form attached hereto as Exhibit 7.2 (the “Management Agreement”). For managing the Hospital, Continental will receive a fee of (i) $18,000 per month for the first year that the Hospital is operational; (ii) $21,000 per month for the second year that the Hospital is operational; (iii) thereafter such fee shall be increased annually by a percentage equal to the percentage increases in the Consumer Price Index, which Consumer Price Index, for purposes of this Agreement, shall constitute the Consumer Price Index Urban Wage Earners and Clerical Workers, U.S. City Average, Medical Care, Base 1982/4=100, published by the Bureau of Labor Statistics, U.S. Department of Labor, for the United States, or if said Index is not available, then an available index for the United States, published by said bureau or its successor; provided, however, that such Consumer Price Index adjustment to the Management Fee shall not, in any event, exceed five percent (5%) annually. Also, the Partnership will reimburse the General Partner for specific costs incurred by the Hospital which are paid by the General Partner or an Affiliate to independent third parties.

7.3. Development Costs. The General Partner and Special Limited Partner shall be reimbursed for reasonable, actual and accountable development expenses related to development of the Hospital and the Partnership, each in an amount of up to $200,000.

7.4. Working Capital Loan. In addition, if the Partnership is unable to obtain working capital financing on suitable terms as determined in the reasonable discretion of the Managing General Partner, the General Partner shall make or arrange for a loan or loans of up to $3,000,000 to fund Partnership development, operation and start-up expenses as and when cash is required (the “General Partner Loan”). The General Partner Loan shall bear interest at the then current rate charged to Continental by Citibank, N.A. The Special Limited Partner shall be obligated to provide a corporate guarantee of up to 50% of the outstanding principal balance of such General Partner Loan, on terms acceptable to the Special Limited Partner. The Special Limited Partner acknowledges that such terms may be consistent with that certain Corporate Guaranty in connection with the Continental Credit Agreement with Citibank, N.A., dated July 16, 1990.

VIII. TRANSACTIONS WITH AFFILIATES

8.1. General. Subject to the provisions of Section 10.5, the Partnership may contract with entities, including Affiliates of the General Partner and the Special Limited Partner, to perform other services. Any such arrangements with Affiliates will be on terms that the General Partner believes to be fair and reasonable to the Partnership and no less favorable than could reasonably be obtained with unaffiliated persons. The Partnership will be responsible for the payment of all expenses related to its activities. Each Limited Partner, upon his execution of this Agreement, consents to, approves and ratifies all transactions with Affiliates of the General Partner and the Special Limited Partner that are entered into in conformity with this Agreement.

8.2. The Management Agreement. The Hospital will be managed by the General Partner or an Affiliate pursuant to the Management Agreement, the form of which is attached as Exhibit hereto. For managing the Hospital, Continental will receive a fee as set forth therein. Also, the Partnership will reimburse the General Partner for specific costs incurred by the Hospital which are paid by the General Partner to independent third parties.

8.3. Acquisition of Existing Business. On a date certain one day prior to the opening date of the Hospital, the Partnership will purchase the 20-bed rehabilitation unit currently operated at Terre Haute Regional Hospital (the “Existing Unit”) for a purchase price in the amount of $1,013,500 payable in cash. Upon the opening of the Hospital, the Partnership shall close the Existing Unit and transfer all existing operations of such Existing Unit to the Hospital as soon as is practicable.

8.4. Access to Hospital Site. Healthtrust, the parent corporation of the Special Limited Partner, agrees to provide the Partnership reasonable access to the proposed Hospital site, which may require the granting of a limited easement to use portions of the campus of Terre Haute Regional Hospital, on such reasonable terms and conditions as shall be agreed to by the General Partner and Healthtrust.

IX. ALLOCATION OF INCOME AND LOSS; CASH DISTRIBUTIONS

9.1. Distributions.

9.1.1. The Partnership shall distribute Available Cash Flow and any other property received by the Partnership as a result of the operations of the Hospital or sale of its assets as follows: (i) 50% to the General Partner and (ii) 50% to the Special Limited Partner. All distributions of Available Cash Flow shall be made within 90 days after the end of each fiscal year or more often as the General Partner may determine.

9.1.2. Notwithstanding the foregoing, upon the liquidation of the Partnership, including the sale of all or substantially all of the Partnership’s assets, distribution of Partnership assets shall be in accordance with the ending Capital Account balances of the Partners after all allocations of income, loss, gain and expense.

9.2. Capital Accounts. An individual capital account shall be maintained for each Partner.

9.2.1. A Partner’s capital account shall be increased by (a) his cash contribution to the Partnership and the fair market value of any property contributed by him to the Partnership (net of liabilities) and (b) his share of Partnership income and gain or items thereof, other than gain allocated to the HCA General Partner pursuant to Code Section 704(c), decreased by (x) distributions of cash and the fair market value of any property distributed to him (net of liabilities), (y) allocations to him of Partnership loss and deduction and (z) allocations to him of expenditures described in Code Section 705(a)(2)(b), and otherwise adjusted and maintained in accordance with the rules provided in Treasury Regulation 1.704-1(b)(2)(iv) and 1.704—IT.

9.2.2. In the event of the transfer of any Interests in accordance with the terms of the Partnership Agreement, the transferee shall succeed to the capital account of the transferor, to the extent it relates to the transferred Interests; provided, however, that if the transfer of any Interests causes a termination of the Partnership pursuant to Section 708(b)(1)(B) of the Code, the capital accounts of all Partners, including the transferee, shall be re-determined as of the date of such termination. In such event, the capital account of each Partner shall be equal to the net fair market value of his Interests as of such date. Subsequent to such re-determination, allocations of income and loss with respect to assets held by the Partnership on the date of such re-determination shall be governed by the principles set forth in Section 704(c) of the Code and the Treasury Regulations thereunder.

9.3. Allocation of Net Income or Net Loss. Net income or net loss for federal income tax purposes shall be allocated as follows:

9.3.1. All tax-exempt income of the Partnership, all income of the Partnership includable for federal income tax purposes, excluding any gain from a disposition of all or substantially all of the Partnership assets, and expenses of the Partnership deductible for federal income tax purposes, excluding any loss from a disposition of all or substantially all of the Partnership assets, shall be allocated 50% to the General Partner and 50% to the Special Limited Partner.

9.3.2. Notwithstanding any other provisions of this Article IX, if there is a net increase during a Partnership taxable year in the minimum gain attributable to a partner non-recourse debt, as defined in Treasury Regulation 1.704-IT(b)(4)(iv)(h)(4), then any Partner with a share of the minimum gain attributable to such debt at the beginning of such year shall be allocated items of Partnership income and gain for such year (and, if necessary for subsequent years) in proportion to, and to the extent of, an amount equal to the greater of:

(a) the portion of such Partner’s share of the net decrease in the minimum gain attributable to such partner non-recourse debt that is allocable to the disposition of Partnership property subject to such debt; or

(b) the deficit balance in such Partner’s capital account at the end of such year (determined before any allocation of partnership income, gain, loss, deduction or Code Section 705(a)(2)(B) expenditure for such year and excluding from such deficit capital account balance any amount that such Partner is obligated to restore under Treasury Regulation Section 1.7041(b)(2)(ii)(c), as well as any addition thereto pursuant to the next two last sentences of Treasury Regulation 1.704(b) (4) (iv) (f) and 1.704(b)(4)(iv)(h)(5) after taking into account thereunder any changes during such year in Partnership minimum gain and in the minimum gain attributable to any partner non-recourse debt).

The allocations under this Section 9.3.2. shall be interpreted in a manner to conform with Treasury Regulation 1.704-1T(b) (4) (iv) (h).

9.3.3. Notwithstanding the foregoing, if a Partner’s capital account, increased for this purpose by any losses reflected therein that are attributable to non-recourse debt, is reduced below zero by (i) the allocation of losses or deduction to him under Code Section 706(d), (ii) the allocation of loss or deduction to him under Treasury Regulation 1.751(b)(2)(ii), or (iii) distributions to him, then he shall be allocated, as quickly as possible, items of income and gain equal to the amount by which its capital account is so reduced. Such allocations shall be interpreted to conform with Treasury Regulation 1.704-1(b)(2)(ii)(d)

9.3.4. In the event any allocations of net income, gain or items of income are made pursuant to Section 9.3.2 or 9.3.3 hereof, such allocations shall be taken into account in computing subsequent allocations of income and expense pursuant to Section 9.3.1 hereof, so that the sum of the items allocated to each Partner pursuant to Section 9.3.2 or 9.3.3 hereof and the income and expense allocated to such Partner pursuant to Section 9.3.1 hereof shall, to the extent possible, be equal to the income and expense that would have been allocated to such Partner pursuant to Section 9.3.1 hereof if no items had ever been allocated pursuant to Section 9.3.2 and 9.3.3 hereof.

9.3.5. Upon the total liquidation of the Partnership including the sale of all or substantially all of the Partnership’s assets, the following allocations will apply:

(a). Each Partner shall be allocated the depreciation recapture, if any, attributable to the depreciation earlier allocated to him with respect to Partnership property.

(b) Income and gain, if any, in an amount up to the sum of the negative capital account balances of all Partners with such balances shall be allocated to such Partners in

proportion to their respective negative capital account balances after allocations are made in accordance with Treasury Regulation Section 1.704-1 with respect to the negative capital accounts resulting from allocations of loss or deduction attributable to non-recourse debt secured by Partnership assets.

(c) Net loss, if any, shall be allocated to those Partners with capital account balances greater than the distribution they would be entitled to receive on sale. Such loss shall be allocated to each such Partner in proportion to the difference between each such Partner’s capital account and the amount of the distribution described above in relation to the sum of such differences for all such Partners. Net income and gain, if any, after reducing income for the allocation under subsections (a) and (b) above and for all Partnership expenses and losses, shall be allocated to those Partners with capital account balances less than the distribution they would be entitled to receive on sale. Such income shall be allocated to each such Partner in proportion to the difference between the Partner’s capital account balance and the distribution described above in relation to the sum of such difference for all such Partners. Any remaining net income or net loss shall be allocated in the same manner that each item of taxable income and loss is allocated.

For purposes of allocating income and gain to each Partner’s capital account, in accordance with Treasury Regulation Section 1.704-1(b)(2) (iv), capital accounts will be adjusted to reflect how much gain or loss would have been allocated if Partnership property, including notes received from the sale of the Partnership assets, had been sold at fair market value. Notwithstanding anything to the contrary, in no event will the General Partner be allocated less than 1% of each item of income, gain, loss, deduction and credit.

9.3.6. Notwithstanding the foregoing, gain or loss recognized upon the Partnership’s disposition of contributed assets shall be allocated, solely for tax purposes in accordance with Code Section 704(c) to take into account any variation between such assets’ value and adjusted tax basis on the data of contribution.

9.4. Partner Admission Date: Allocation of Net Income, Net Loss and Distributions in Respect of Interests Transferred. A person or entity shall become a Limited Partner (i) with respect to additional Interests sold by the Partnership pursuant to Section 6.7 on the date that both (a) his Capital Contribution is received by the Partnership, and (b) the General Partner accepts such purchaser’s subscription by signing the appropriate signature line of such purchaser’s subscription agreement or (ii) with respect to substituted Limited Partners purchasing limited partnership Interests in accordance with Article XI hereof, on the date that the General Partner consents in writing to such transfer of limited partnership Interest. If limited partnership Interest is transferred during any fiscal year of the Partnership, the net income or net loss attributable to such limited partnership Interest for such fiscal year shall be divided and allocated between the transferor and the transferee based on the time each such party was, according to the books and records of the Partnership, the owner of record of the interest transferred during the year in which the transfer occurs. For this purpose, the transferor shall be deemed not to be a Partner as of the data the transfer actually occurs, and the transferee shall, for these purposes, be deemed to be a Partner as of the like day. Distributions of Partnership assets in respect of Interest shall be made only to persons who according to the books and records of the Partnership are the owners of such Interest on a date selected by the General Partner.

X. RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER

10.1.1. Spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

10.1.2. Except as specially set forth to the contrary herein, enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

Special Limited Partner shall, either directly or indirectly, through any of their respective Affiliates, (other than Affiliates that fall within the definition of “Affiliate” because they awn greater than 10%, but less than 50%, of the ownership interest in the parent corporation of the General Partner or the Special Limited Partner) own any interest in, manage, operate, invest in (except as an owner of not more than 5% of a publicly traded company) or be affiliated in any way with any freestanding inpatient rehabilitation hospital or inpatient unit without the express written consent of the other located or to be located within the following Indiana counties: Clay, Parke, Sullivan, Vigo, Greene, Owen, Vermillion, and Putnam; and the following Illinois counties: Edgar, Clark, Crawford and Coles. In the event that the Special Limited Partner fails to make its Capital Contribution required pursuant to Section 6.2 and the General Partner exercises its option under Section 11.6, the provisions of this Section 10.2 shall bind the Special Limited Partner for a period of two (2) years following such default.

10.4. The Tax Matters Partner.

10.4.1. Each Partner, by the execution of this Agreement, consents to the appointment of the General Partner, as the Tax Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

10.4.2. The Tax Matters Partner shall have the following duties, along with any other duties required by the Code, to the extent and in the manner provided by the Code:

(a) Furnish the name, address, profits, interest and taxpayer identification number of each Partner to the IRS;

(b) Keep each Partner informed of the administrative and judicial proceedings for the adjustment of any item required to be taken into account by a Partner for income tax purposes; and

(c) Within 30 days of receiving a notice of a Partnership audit by the IRS, forward a copy of such notice to the Partners.

10.4.3. The Tax Matters Partner is hereby authorized, but not required, to:

(a) Enter into any settlement with the IRS with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Partners, except that such settlement agreement shall not bind any Partner who (within the time prescribed pursuant to the Code and regulations thereunder) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such Partner;

(b) If a final administrative adjustment of a Partnership item required to be taken into account by a Partner for tax purposes is mailed to the Tax Matters Partner, seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Partnership’s principal place of business is located, or the United States Claims Court;

(d) File a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, file a petition for judicial review with respect to such request;

(e) Enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item;

(f) File a petition as contemplated in Sections 6226(a) and/or 6228 of the Internal Revenue Code; and

(g) Take any other action on behalf of the Partners or the Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations.

10.4.4. The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners and against any and all loss, liability, cost or expense, including judgments, fines, amounts paid in settlement and attorneys fees and expenses, incurred by the Tax Matters Partner in any civil, criminal or investigative proceeding in which the Tax Matters Partner is involved or threatened to be involved solely by virtue of being Tax Matters Partner, except such loss, liability, cost or expense arising by virtue of the Tax Matters Partner’s gross negligence, fraud, malfeasance, breach of fiduciary duty or intentional misconduct. The payment of all such expenses shall be made before any distributions are made. Neither the General Partner, or any Affiliate, nor any other person shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of the General Partner and indemnification set forth in this Agreement shall be fully applicable to the Tax Matters Partner in its capacity as such.

10.5. Certain Limitations. Without obtaining the consent of Limited Partners holding an aggregate Limited Partnership Percentage of greater than 50%, the General Partner shall not:

10.5.1. Act in contravention of this Agreement;

10.5.2. Except as provided in Article XIII of this Agreement, do any act which would make it impossible to carry on the ordinary business of the Partnership;

10.5.3. Confess a judgment against the Partnership in excess of $50,000;

10.5.4. Possess Partnership property, or assign any rights in specific Partnership property, including any assignment for the benefit of Partnership creditors, for other than a Partnership purpose; provided that the pledge or assignment of Partnership property to secure Partnership borrowings is hereby recognized as a Partnership purpose;

10.5.5. Admit a person as a General Partner or as a Limited Partner other than as provided in this Agreement;

10.5.6. Amend this Agreement, except as provided in Section 17.4 hereof;

10.5.7. Sell or transfer all or substantially all of the assets of the Partnership; provided that the termination of any lease to which the Partnership is a party is not to be deemed such a transfer;

10.5.8. Enter into an agreement with any of its Affiliates requiring payments by the Partnership of greater than $15,000 during any fiscal year; provided that this prohibition does not apply to loans to the Partnership approved hereunder from the General Partner or its Affiliates if such loans satisfy the requirements of Section 7.4;

10.5.9. Adopt the annual operating budget for the Hospital as required by the Management Agreement;

10.5.10. Enter into leases with respect to the Hospital;

10.5.11. Incur capital expenditures during any fiscal year in excess of $400,000 except as provided in the annual budget, which must be approved under §10.5.1(i) above;

10.5.12. Incur indebtedness other than in an amount up to $400,000 in connection with capital expenditures subject to § 10.5.11 above and indebtedness incurred in the ordinary course of the Partnership’s business permitted by Section 10.1.4; or

10.5.13. Appoint an administrator of the Hospital, as to which appointment the consent of the Special Limited Partner will not be unreasonably withheld. In the event that the Special Limited Partner does not consent to the General Partner’s proposed administrator, the General Partner may at its option submit a slate of five candidates, of which the Special Limited Partner may exercise its right to reject up to four of such candidates.

Subsections 10.5.11 through 10.5.13 of this Section 10.5 shall terminate immediately in the event. that HTI Terre Haute Rehabilitation, Inc. or any of its Affiliates shall cease to be the Special Limited Partner.

10.6. Net Worth of the General Partner. The General Partner shall have and maintain at all times during which it (or its substitute) is the General Partner of the Partnership,

an aggregate net worth which is sufficient to conduct the business of the Partnership in a prudent manner as determined by the General Partner in its reasonable discretion and to preserve the classification of the Partnership as a “partnership” for federal income tax purposes.

10.7. Hospital By-Laws. The General Partner shall establish and at all times maintain by-laws governing the medical practices and policies of the Hospital that include a governing board composed of five members, three of whom shall be appointed by the General Partner and two of whom shall be appointed by the Special Limited Partner.

XI. TRANSFER OF INTERESTS IN THE PARTNERSHIP

11.1.2. Such Limited Partner pays the Partnership a transfer fee which is sufficient to pay all reasonable expenses connected with the admission of such person as a substituted Limited Partner; and

provided, further, that such transferee shall not become a substituted Limited Partner unless the General Partner consents in writing to such person becoming a substituted Limited Partner. Neither the Partnership nor the General Partner shall recognize or be bound by any assignment of an Interest by a Limited Partner unless the General Partner consents to such assignment in writing. The General Partner will not consent to any sale, assignment or transfer of an Interest or to the admission of any person as a substituted Limited Partner if, in its opinion, such consent and substitution (i) would result in the Partnership being treated for federal income tax purposes as an association taxable as a corporation, (ii) would result in a termination of the Partnership within the meaning of the Internal Revenue Code of 1986; or (iii) would constitute a violation of any applicable federal or state law pertaining to securities regulation. The provisions of this paragraph notwithstanding, the Special Limited Partner shall not transfer any portion of its Interest prior to the third anniversary of Licensure and thereafter may transfer its Interest without the consent of the General Partner, but not in violation of clauses (i) through (iii) above, to any entity other than competitors of Continental set forth on Schedule 11.1.2 hereto or their successors or acquirors. The provisions of Section 10.2 hereof shall bind the Special Limited Partner for a period of two years following the sale of any portion of its Interest in any transaction other than a sale pursuant to Section 11.5 hereof or following a change of control as defined in Section 11.6(c).

the name of the proposed purchaser (the “Proposed Purchaser”) and all of the terms, conditions and other material details of such sale, assignment or transfer. The General Partner shall have the right for 30 days after it receives such written notice to direct such Limited Partner to sell the Interest to such person as the General Partner may designate, including the General Partner itself or an Affiliate thereof, on the same terms and conditions. If the General Partner fails to direct the sale of the Interest during such 30-day period, the Limited Partner shall have 30 days in which it may consummate such sale, transfer or assignment on such terms and conditions to the Proposed Purchaser. If the Limited Partner does not consummate the sale, transfer or assignment during such 30-day period, such Interest shall again be subject to the General Partner’s right to direct the sale contained herein.

11.3. Valuation of interests or of the General Partner’s Interest. The fixed value (the “Fixed Value”) of each Interest or of the General Partner’s interest shall be an amount equal to the fair market value of Interests or of the General Partner’s interest determined according to the procedure set forth in Section 11.6 below.

11.4. Government Regulation. If the General Partner is advised by counsel that the operations of the Partnership are in violation of law, the General Partner shall have the option of purchasing all outstanding Interests held by Limited Partners other than the Special Limited Partner for a purchase price equal to the Fixed Value. The General Partner shall notify each Limited Partner of its interest to purchase the Interests and such purchase shall take place within 60 days of such notice. Upon payment by the General Partner, the Interests shall no longer be deemed outstanding.

11.6. General Partner’s Call Option and Put Option.

11.6.1. If the Special Limited Partner fails to make its Capital Contribution required pursuant to Section 6.2 within fifteen (15) days of its receipt of notice from the General Partner or if at any time there shall be a Change in Control (as hereinafter defined) of the Special Limited Partner, the General Partner shall have the right and option to purchase the Interest owned by the Special Limited Partner, exercisable by giving written notice to the Special Limited Partner. Upon the exercise of such option, the Special Limited Partner shall be required to sell such Interest to the General Partner (or its designee) for a purchase price equal to (x) in the event that the event was a default in the payment of the Special Limited Partner’s Capital Contribution, the total of the Capital contribution, previously made by the Special Limited Partner or (y) in all other cases, the Fixed Value of such Interest. The closing of any purchase hereunder shall occur forty-five (45) days after the General Partner has exercised its option, or at such other time as the General Partner and the Special Limited Partner may agree. In addition, in the event that the Special Limited Partner fails to make its Capital Contribution, the General Partner shall have such other remedies:

(i) Institute a proceeding to compel the Special Limited Partner to make its Capital Contribution;

(ii) Require the Partnership to set-off against any distributions to the Special Limited Partner the amount of the Capital Contribution due the Partnership from the Special Limited Partner;

(iii) Sorrow on behalf of the Partnership from a lender other than the Special Limited Partner the amount of the Capital Contribution due the Partnership by the Special Limited Partner, in which case the Special Limited Partner shall be liable to the Partnership for the amount of such borrowing, plus all expenses incurred by the Partnership in connection with any such borrowing, including interest on the funds borrowed, less any interest that would have been paid to such Special Limited Partner upon the portion of such Capital Contribution which should have been made by loan, and reasonable attorney’s fees. Upon payment in full of such borrowed amounts by the Special Limited Partner, in the case of a Capital Contribution that is a contribution to capital under Section 3.2, the capital amount of the Special Limited Partner shall be credited with the amount of its Capital Contribution but not with the amount of any such expenses;

(iv) Loan the Partnership an amount equal to the Special Limited Partner’s Capital Contribution, in which case the Special Limited Partner shall be liable to the Partnership and the Partnership shall be liable to the General Partner for the amount of such borrowing, plus all expenses incurred by the Partnership in connection with any such borrowing, including interest on the funds borrowed and attorney’s fees. If the amounts loaned by the General Partner is not paid by the Special Limited Partner within twelve (12) months after receipt of such loaned amounts by the Partnership, the General Partner may, at any time thereafter and in its sole discretion, convert such loan and expenses to a Capital Contribution by the General Partner, whereupon the Special Limited Partner shall have no further obligation to the Partnership or the General Partner to pay such amounts, and the capital accounts of the General Partner shall be credited with such amounts, and the General Partner’s Percentage Interests shall be increased and the Special Limited Partner’s Percentage Interest shall be decreased; or

(v) Dissolve and liquidate the Partnership as provided in this Agreement in such event.

11.6.2. If at any time there shall be a Change in Control (as hereinafter defined) of the General Partner, the Special Limited Partner shall have the right and option to (i) sell its Interest in the Partnership to the General Partner (or its designee) or (ii) at the Special Limited Partner’s option to purchase the General Partner’s interest in the Partnership (including any Interest it may own) in the event the Change in Control is effected with a person or entity which offers acute care hospital services within a seventy-five (75) mile radius of the Hospital, exercisable by giving written notice to the General Partner. Upon the exercise of such option, the General Partner shall be required to purchase such Interest or to sell its General Partner’s interest (including any Interest it may own) (as elected by the Special Limited Partner) for a purchase price equal to their Fixed Value. The closing of any purchase hereunder shall occur forty-five (45) days after the Special Limited Partner has exercised its option, or at such other time as the General Partner and the Special Limited Partner may agree.

11.6.3. A “Change in Control” for purposes of this Section 11.6 means the sale or transfer, directly or indirectly, whether in a transaction or series of transactions, of the beneficial ownership of capital stock representing fifty (50%) percent or more of the outstanding voting rights of or the sale of all or substantially all of the assets of, the General Partner or the Special Limited Partner; provided, however, that the transfer of control in excess of 50% to entities controlled by HealthSouth Rehabilitation Corporation shall not constitute a “Change in Control” so long as Continental or its Affiliates maintain, as a matter of contract right, the right to appoint a controlling majority of the Board of Directors. For purposes of this paragraph, the pledge of the General Partner’s interest in the Partnership or of Continental stock in the General Partner to a lender for the purpose of securing Continental’s corporate bank credit facility does not constitute a “change of control”.

11.6.4. To determine the fair market value of the Interest owned by the Special Limited Partner or of the General Partner’s interest, within twenty (20) days after either the General Partner or the Special Limited Partner, as applicable, gives notice of its intention to invoke this Section 11.6, the General Partner and the Special Limited Partner shall each select a Qualified MAI Appraiser, as defined below. The Qualified Appraisers so selected shall meet within thirty (30) days after the date of their appointment to determine the fair market value of the Interest or of the General Partner’s interest to be purchased and shall give written notice thereof to the General Partner and the Special Limited Partner. In the event that the valuation is made upon a default, under Section 11.5, such fair market value to be determined as of a date immediately prior to the date of the default, to insure that the Special Limited Partner is not prejudiced by such default. If within thirty (30) days after the data on which they have been so appointed, they have not agreed on such fair market value, they shall themselves jointly appoint a third Qualified Appraiser. If three Qualified Appraisers are appointed hereunder to determine the fair market value of the Interest or of the General Partner’s interest, they shall determine such fair market value as expeditiously as possible within thirty (30) days after the third Qualified Appraiser has been appointed. A decision joined in by two of the three Qualified Appraisers shall be the decision of the Qualified Appraisers as to such fair market value. If the three Qualified Appraisers appointed pursuant to this Section fail to reach a decision regarding the fair market value of the Interest or of the General Partner’s interest to be purchased within thirty (30)

days after the appointment of the third Qualified Appraiser, such fair market value shall be computed by adding together the fair market value determined by each Qualified Appraiser and dividing that sum by three. For purposes hereof, a Qualified Appraiser is a person who on the date of his or her appointment as an appraiser under this Agreement (i) is not an affiliate of either the General Partner or the Special Limited Partner, and (ii) is qualified to appraise the assets of a business comparable to those of the Partnership.

11.6.5. For purposes of any appraisals required under Section 11.6, each of the General Partner and the Special Limited Partner shall pay the fees and expenses of the Qualified Appraiser appointed by such party. The fees and expenses of the third Qualified Appraiser, if any, and all other expenses, if any, shall be borne equally by the General Partner and the Special Limited Partner.

XII. RESIGNATION OR REMOVAL OF THE GENERAL PARTNER;

RIGHT OF FIRST REFUSAL

12.4. Liability of the General Partner after Resignation or Removal. If the General Partner resigns or is removed in accordance with the provisions of this Agreement, its liability as a general partner shall cease and the Partnership shall promptly take all steps reasonably necessary under the Act to cause such cessation of liability; provided, however, that if such resignation or removal causes a dissolution of the Partnership, the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 13.2 of this Agreement, unless a substituted General Partner is elected pursuant to Section 12.5 of this Agreement. Upon resignation or removal, the General Partner shall receive an amount equal to its Capital Account balance and shall thereafter forfeit to the Partnership its interest in the Partnership as the General Partner, which interest will be allocated to a substituted General Partner.

XIII. DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

13.1. Dissolution of the Partnership. The resignation of the General Partner shall cause a dissolution of the Partnership unless, within 90 days thereafter, a substituted General Partner shall be elected pursuant to Section 12.5 of this Agreement to continue the business of the Partnership, in a reconstituted form if necessary, and subject to all the terms of this Agreement. The removal of the General Partner shall cause a dissolution of the Partnership except as provided in Section 12.5. The Partnership shall also be dissolved upon (a) approval of the General Partner and the vote of the Limited Partners holding an aggregate Limited Partnership Percentage greater than 50% to dissolve or to sell all or substantially all of the Partnership’s assets and delivery by the Partners voting to dissolve of written notice of such vote to the other Limited Partners, (b) the expiration of the term of the Partnership or (c) the adjudication of the General Partner as bankrupt unless (i) a substituted General Partner is elected as provided in Section 12.5 hereof or (ii) the remaining Partners unanimously agree, within 90 days after such event of withdrawal, to continue the Partnership business and to elect a substituted General Partner. In no event shall the death of any Limited Partner result in dissolution of the Partnership. In the event of the death of any Limited Partner, the personal representative of the deceased Limited Partner shall succeed to the interest of the deceased Limited Partner in the Partnership subject to the rights of any assignees of the deceased Limited Partner in and to such interest, and subject to the provisions of this Agreement.

liquidation as defined in Treasury Regulation 1.704 (b). Except as provided in Section 6.1, the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided in Section 17-804 of the Act. After payment of or creating adequate reserves to provide for all Partnership debts, obligations and liabilities, the assets of the Partnership, if any, shall be treated as if sold for their fair market value and allocations and distributions shall be made pursuant to Article IX hereof.

XIV. BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

FISCAL YEAR AND TAX ELECTION

separately identify funds retained by the Partnership at the end of such year. In addition, such annual report shall contain a complete statement of all compensation and fees paid or accrued by the Partnership to the General Partner and its Affiliates, together with a description of any new agreements with Affiliates.

14.4. Fiscal Year. The fiscal year of the Partnership shall end on December 31.

XV. POWER OF ATTORNEY

15.1. Appointment of Attorney-in-Fact. Each Limited Partner other than the Special Limited Partner, pursuant to such Limited Partner’s execution of a subscription agreement pertaining to his purchase of Interests, hereby makes, constitutes and appoints the General Partner with full power of substitution and resubstitution, his agent and attorney-in-fact to execute this Agreement and to sign, execute, certify, acknowledge, and file for record any other instruments which may be required of the Partnership or of the Limited Partners by law, including, but not limited to, amendments to or cancellations of this Agreement. Each Limited Partner authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with the foregoing, hereby giving such attorney-in-fact full power and authority to act to the same extent as if such Limited Partner were himself personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

15.2. Effect of Power. The power of attorney granted pursuant to Section 15.1 of this Agreement:

15.2.1. Is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death, insanity, or incapacity of the granting Limited Partner; and

15.2.2. May be exercised by such attorney-in-fact for each Limited Partner by listing all of the Limited Partners executing any agreement, certificate, instrument or document with the single signature of such attorney-in-fact as attorney-in-fact for all of them; and

15.2.3. Shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of his interest in the Partnership, except that where the purchaser, transferee or assignee thereof is to be admitted as a substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling such attorney in-fact to execute, acknowledge and file any such agreement, certificate, instrument, or document necessary to effect such substitution.

XVI. LIABILITY OF THE GENERAL PARTNER

16.2. No Liability for Actions. The General Partner and its Affiliates shall have no liability to the Partnership or to any Partner for any loss suffered by the Partnership which arises out of any action or-inaction of the General Partner or its Affiliates if the General Partner or its Affiliates, in good faith, determined that such course of conduct was in the best interest of the Partnership and such course of conduct did not constitute negligence, fraud or willful misconduct of the General Partner or its Affiliates. The General Partner and its Affiliates shall be indemnified by the Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Partnership, provided that the same were not the result of negligence, fraud or willful misconduct on the part of the General Partner or its Affiliates.

XVII. MISCELLANEOUS

17.1. Notices. Except as otherwise provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be duly given if delivered in writing personally to the person to whom it is authorized to be given, or if sent by mail or telegraph, as follows: f to the General Partner or the Special Limited Partner, at their address set forth in the first paragraph of this Agreement, or to such other address as the General Partner or the Special Limited Partner may from time to time specify by written notice to the Partnership; and if to a Limited Partner other than the Special Limited Partner, at such a Limited Partner’s address set forth in the Subscription Agreement executed by the Limited Partner, or to such other address as such Limited Partner may from time to time specify by written notice to the General Partner and all other Limited Partners. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, or as of the data on which the same was deposited in the United States mail, postage prepaid, addressed and sent as aforesaid.

17.4. Amendments. Amendments to this Agreement may be made in the following manner.

Partners pursuant to Section 17.5 of this Agreement to vote thereon and to transact any other business permitted by the Act to be transacted by the Limited Partners that they may deem appropriate. For purposes of obtaining a written vote, the General Partner may require response within a specified time, but not less than 30 days, and-failure to respond in such time shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. A proposed amendment shall be adopted and effective as an amendment to this Agreement if it receives the affirmative vote of Limited Partners holding an aggregate Limited Partnership Percentage greater than 50% and, if such amendment affects the economic benefits or rights of the General Partner in any material respect, such amendment must be approved by the General Partner.

17.4.2. In addition to any amendments otherwise authorized herein, the General Partner may, without obtaining the consent of the Limited Partners, amend this Agreement from time to time:

17.5. Meetings and Means of Voting. Meetings of the Partners may be called by the General Partner, or Limited Partners holding an aggregate Limited Partnership Percentage of at least 50%, for any matter specified in Sections 10.5, 12.5, 13.1 or 17.4 of this Agreement. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be delivered by the General Partner within ten days of its calling to all Partners in the manner prescribed in Section 17.1 of this Agreement and such meeting shall be held not less than 15 days nor more than 60 days after such notice. Partners may vote in person or by proxy at any such meeting. Whenever the vote or consent of Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of Partners or may be given in writing in accordance with the procedure for obtaining written votes prescribed in Section 17.4.1 of this Agreement.

17.7. Delaware Law. The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

17.8. Waiver of Action for Partition. Each Partner irrevocably waives during the term of the Partnership and during the period of its liquidation following any dissolution, any right to maintain any action for partition with respect to any of the assets of the Partnership.

17.9. Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

17.10. Parties in Interest. Except as provided in Article XI of this Agreement, this Agreement shall be binding upon the parties hereto and their successors, heirs, devisees, assigns, legal representatives, executors and administrators.

17.11. Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions, representations or warranties among the parties other than those set forth herein or herein provided for.

IN WITNESS WHEREOF, this Agreement of Limited Partnership has been executed as of this day of January, 1992.


GENERAL PARTNER:

TERRE HAUTE REHABILITATION HOSPITAL, INC.

By:		/s/ [name]
Title:		Vice President

SPECIAL LIMITED PARTNER:

TERRE HAUTE REGIONAL HOSPITAL, INC.

By:		/s/ H. E. Adam
Title:		Sr. Vice President

SCHEDULE 7.2

Form of Management Agreement.

EX-3.233 222 dex3233.htm CERTIFICATE OF INCORPORATION OF TERRE HAUTE REHAB HOSPITAL, INC. Certificate of Incorporation of Terre Haute Rehab Hospital, Inc.

Exhibit 3.233

CERTIFICATE OF INCORPORATION

CMS Work-Able of Fresno, Inc.

* * * * *

1. The name of the corporation is

CMS Work-Able of Fresno, Inc.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

5. The name and mailing address of each incorporator is as follows:


NAME		MAILING ADDRESS

D. A. Hampton		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

K. A. Widdoes		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

M. A. Brzoska		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The hooks of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter.

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

CMS Work-Able of Fresno, Inc.

We, the undersigned, being the all of the incorporators of CMS Work-Able of Fresno, Inc. a corporation organized and existing under and by virtue of the General corporation Law of the State of Delaware

DO HEREBY CERTIFY;

FIRST: That Article One of the Certificate of incorporation be and it hereby is amended to read as follows:

1. The mane of the corporation is:

Terre Haute Rehabilitation Hospital Inc.

SECOND: That the corporation has not received any payment for any of its stock.

THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, We have signed this certificate this 16th day of January, 1992.

/s/ D.A. Hampton

D.A. Hampton

/s/ K.A. Widdoes

K.A. Widdes

/s/ M.A. Brzoska

M.A. Brzoska

EX-3.234 223 dex3234.htm BYLAWS OF TERRE HAUTE REHABILITATION, INC. Bylaws of Terre Haute Rehabilitation, Inc.

Exhibit 3.234

Terre Haute Rehabilitation Hospital Inc.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1.1 The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.2 The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 All meetings of the stockholders for the election of directors shall be held in the City of Mechanicsburg, State of Pennsylvania, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2 Annual meetings of stockholders, commencing with the year 1992, shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 2.3 Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 2.4 The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of

Section 2.5 Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.6 Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 2.7 Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.8 The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.9 When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before

such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 2.10 Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 2.11 Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 3.1 The number of directors which shall constitute the whole board shall be one. The director shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 3.2 Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder

or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.3 The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OP THE BOARD OF DIRECTORS

Section 3.4 The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 3.5 The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 3.6 Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 3.7 Special meetings of the board may be called by the president on one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 3.8 At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.9 Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 3.10 Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 3.11 The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 3.12 Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 3.13 Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 3.14 Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 4.1 Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 4.2 Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 5.1 The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 5.2 The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 5.3 The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 5.4 The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.5 The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 5.6 The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 5.7 He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 5.8 In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 5.9 The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 5.10 The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 5.11 The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 5.12 He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 5.13 If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 5.14 The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 6.1 The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Section 6.2 Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 6.3 The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 6.4 Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 6.5 In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.6 The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 7.1 Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 7.2 Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 7.3 The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 7.4 All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 7.5 The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 7.6 The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.7 The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 8.1 These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the Stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.235 224 dex3235.htm ARTICLES OF INCORPORATION OF TYLER REHABILILITATION HOSPITAL, INC. Articles of Incorporation of Tyler Rehabililitation Hospital, Inc.

Exhibit 3.235

ARTICLES OF INCORPORATION

Tyler Rehabilitation Hospital, Inc.

* * * * *

ARTICLE ONE

The name of the corporation is

Tyler Rehabilitation Hospital, Inc.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are:

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000) of the par value of One Dollar ($1.00) each.

ARTICLE FIVE

ARTICLE SIX

The street address of its initial registered office is c/o C T Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

ARTICLE SEVEN

The number of directors of the corporation may be fixed by the by-laws.

NAME

ADDRESS

Robert A. Ortenzio

600 Wilson Lane, Box 715

Mechanicsburg, PA 17055

ARTICLE EIGHT

The names and addresses of the incorporators are:


		NAMES				ADDRESSES
		Timothy F. O’Connell				1635 Market Street Philadelphia, PA 19103

		Mary V. Nolan				1635 Market Street Philadelphia, PA 19103

IN WITNESS WHEREOF, we have hereunto set our hands, this 19th day of September, 1991.

/s/ Timothy F. O’Connell

Timothy F. O’Connell

/s/ Mary F. Nolan

Mary F. Nolan

EX-3.236 225 dex3236.htm BYLAWS OF TYLER REHABILITATION HOSPITAL, INC. Bylaws of Tyler Rehabilitation Hospital, Inc.

Exhibit 3.236

TYLER REHABILITATION HOSPITAL, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Dallas, Texas.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 2. Annual meetings of shareholders, commencing with the year 1992, shall be determined by the Board of Directors, and transact such other business as may properly be brought before the meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

-2-

statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

-3-

ARTICLE V

DIRECTORS

-4-

an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the articles of incorporation.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

-5-

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 7. Unless otherwise restricted by the articles of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or

-6-

of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing which shall set forth the action taken and be signed by all members of the board of directors or of the committee as the case may be.

ARTICLE VII

COMMITTEES OF DIRECTORS

-7-

ARTICLE VIII

NOTICES

ARTICLE IX

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president and a secretary neither of whom need be a member of the board.

-8-

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

-9-

THE SECRETARY AND ASSISTANT SECRETARIES

THE TREASURER AND ASSISTANT TREASURERS

-10-

ARTICLE X

CERTIFICATES FOR SHARES

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement

-11-

that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. When the corporation is authorized to issue shares of more than one class, every certificate shall also set forth upon the face or the back of such certificate a statement that there is set forth in the articles of incorporation on file in the office of the Secretary of State a full statement of all the designations, preferences, limitations and relative rights, including voting rights, of the shares of each class authorized to be issued and the corporation will furnish a copy of such statement to the record holder of the certificate without charge on written request to the corporation at its principal place of business or registered office. Every certificate shall have noted thereon any information required to be set forth by the Texas Business Corporation Act and such information shall be set forth in the manner provided in said Act.

-12-

LOST CERTIFICATES

TRANSFERS OF SHARES

CLOSING OF TRANSFER BOOKS

-13-

not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

LIST OF SHAREHOLDERS

-14-

produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

-15-

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

ARTICLE XII

AMENDMENTS

-16-

EX-3.237 226 dex3237.htm CERTIFICATE OF LIMITED PARTNERSHIP OF WESTERN MEDICAL REHAB ASSOCIATES, L.P. Certificate of Limited Partnership of Western Medical Rehab Associates, L.P.

Exhibit 3.237

CERTIFICATE OF LIMITED PARTNERSHIP

WESTERN MEDICAL REHAB ASSOCIATES, L.P.

The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify and affirm as follows:

I. The name of the limited partnership is

Western Medical Rehab Associates, L.P.

III. The name and mailing address of the general partners is as follows:


NAME		MAILING ADDRESS
WestMed-Rehab		c/o United Western Medical Centers 1301 North Tustin Avenue Santa Ana, CA 92701

Western Neuro Care, Inc.		600 Wilson Lane, P.O. Box 715 Mechanicsburg, PA 17055

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of Western Medical Rehab Associates, L.P. as of March 13, 1996.


GENERAL PARTNERS:

WESTMED-REHAB. a California corporation

By:		/s/ [Douglas L. Drumwright]
		Douglas L. Drumwright, President

WESTERN NEURO CARE, INC., a Delaware corporation

By:		/s/ [Michael E. Tarvin]
		Michael E. Tarvin, Vice President

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

WESTERN MEDICAL REHAB ASSOCIATES, L.P.

The undersigned, desiring to amend the Certificate of Limited Partnership of Western Medical Rehab Associates. L.P. pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is Western Medical Rehab Associates, L.P.

SECOND: Article III of the Certificate of Limited Partnership shall be amended as follows:

III. The name and mailing address of the sole general partner is as follows:

NAME:

MAILING ADDRESS:

Western Neuro Care, Inc.

One HealthSouth Parkway

Birmingham, AL 35243

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Certificate of Limited Partnership on this 31st day of May, 2000.


General Partner:

WESTERN NEURO CARE, INC.

By:		/s/ William W. Horton
Its:		WILLIAM W. HORTON
		VICE PRESIDENT

EX-3.239 227 dex3239.htm CERTIFICATE OF INCORPORATION OF WESTERN NEURO CARE, INC. Certificate of Incorporation of Western Neuro Care, Inc.

Exhibit 3.239

CERTIFICATE OF INCORPORATION

WESTERN NEURO CARE, INC.

THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Corporation is Western Neuro Care, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

FIFTH: The name and mailing address of the incorporator is as follows:


Name		Mailing Address
David G. Nation		1100 PNB Building
		Broad and Chestnut Streets Philadelphia, PA 19107

EX-3.240 228 dex3240.htm BYLAWS OF WESTERN NEURO CARE, INC. Bylaws of Western Neuro Care, Inc.

Exhibit 3.240

BY LAWS

WESTERN NEURO CARE, INC.

(A Delaware Corporation)

ARTICLE 1. MEETINGS OF STOCKHOLDERS

Section 1.1 Place, Date and Time of Meeting. Meetings of the stockholders of the Corporation shall be held at such place, date and time as may be fixed by the Board of Directors. If no place is so fixed, they shall be held at the principal office of the Corporation, wherever located.

Section 1.2 Annual Meeting. The annual meeting of stockholders, for the election of directors and the transaction of any other business which may be brought before the meeting, shall, unless the Board of Directors shall determine otherwise, be held, at 11:00 A.M. on the first Wednesday in October each year, if not a legal holiday under the laws of Delaware and, if a legal holiday, then on the next secular day following.

Section 1.3 Special Meetings. Special Meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of the holders of a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meeting.

Section 1.4 Organization. At every meeting of the stockholders, the President, or in his absence, a Vice President, or in the absence of the President and all the Vice Presidents, a chairman chosen by the stockholders, shall act as chairman; and the Secretary, or in his absence, a person appointed by the chairman, shall act as Secretary.

Section 1.5 Quorum; Voting. Except as otherwise specified herein or in the Certificate of Incorporation or provided by law, (a) a quorum shall consist of the holders of a majority of the stock issued and outstanding and entitled to vote, and (b) when a quorum is present, all matters shall be decided by the vote of the holders of a majority of the stock having voting power present in person or by proxy.

In each election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected.

ARTICLE 2. DIRECTORS

Section 2.1 Number and Term of Office. The number of directors of the Corporation shall be one, provided, that, at such time that the Corporation has more than one stockholder the number of directors shall be three. Each director shall be elected for the term of one year and shall serve until his successor is elected and qualified.

Section 2.2 Resignations. Any director may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary. Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.3 Annual Meeting. Immediately after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers, and the transaction of other business, at the place where such election of directors was held. Notice of such meeting need not be given. In the absence of a quorum at said meeting, the same may be held at any other time and place which shall be specified in a notice given as herein after provided for special meetings of the Board of Directors.

Section 2.4 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the President, by a Vice President, or by two or more of the directors, and shall be held at such time and place as shall be designated in the call for the meeting.

Section 2.6 Organization. Every meeting of the Board of Directors shall be presided over by the Chairman of the Board, if one has been selected and is present, and, if not, the President, or in the absence of the Chairman of the Board and the President, a Vice President, or in the absence of the Chairman of the Board, the President and all the Vice Presidents, a chairmanchosen by a majority of the directors present. The Secretary, or in his absence, a person appointed by the Chairman, shall act as Secretary.

Section 2.7 Quorum; Voting. A majority of the directors shall constitute a quorum for the transaction of business and the vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 2.8 Committees. The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 2.9 Compensation of Directors. Each director shall be entitled to receive such compensation, if any, as may from time to time be fixed, for each meeting of the Board or any

committee thereof, regular or special, attended by him. Directors may also be reimbursed by the Corporation for all reasonable expenses incurred in traveling to and from the place of each meeting of the Board or any such committee.

ARTICLE 3. OFFICERS

Section 3.1 Number. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and may include a Chairman of the Board and one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors may from time to time determine.

Section 3.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its annual meeting, but the Board may elect officers or fill vacancies among the officers at any other meeting. Subject to earlier termination of office, each officer shall hold office for one year and until his successor shall have been elected and qualified.

Section 3.3 Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.4 Removal. Any officer elected by the Board of Directors may be removed at any time by the vote of a majority of the Board of Directors.

Section 3.5 Chairman of the Board. If there is a Chairman of the Board, he shall preside at the meetings of the Board. Such Chairman shall also perform such other duties as may be specified by the Board from time to time and as do not conflict with the duties of the President.

Section 3.6 The President. The President shall be the chief executive officer if the Corporation and shall have general supervision over the business and operations of the Corporation, subject, however, to the control of the Board of Directors. He shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except in cases where the signing and execution thereof shall be delegated by the Board to some other officer or agent of the Corporation; and, in general, he shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board.

Section 3.7 The Vice Presidents. In the absence or disability of the President or when so directed by the President, any Vice President designated by the Board of Directors may perform all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President; provided, however, that no Vice President shall act as a member of or as chairman of any special committee of which the President is a member or chairman by designation or ex-officio, except when designated by the Board. The Vice Presidents shall perform such other duties as from time to time may be assigned to them respectively by the Board or the President.

Section 3.8 The Secretary. The Secretary shall record all the votes of the stockholders and of the directors and the minutes of the meetings of the stockholders and of the Board of Directors in a book or books to be kept for that purpose; he shall see that notices of meetings of the stockholders and the Board are given and that all records and reports are properly kept and filed by the Corporation as required by law; he shall be the custodian of the seal of the Corporation and shall see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned to him by the Board or the President.

Section 3.9 Assistant Secretaries. In the absence or disability of the secretary or when so directed by the Secretary, any Assistant Secretary may perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President, or the Secretary.

Section 3.10 The Treasurer. The Treasurer shall have charge of all receipts and disbursements of the Corporation and shall have or provide for the custody of its funds and securities; he shall have full authority to receive and give receipts for all money due and payable to the Corporation, and to endorse checks, drafts, and warrants in its name and on its behalf and to give full discharge for the same; he shall deposit all funds of the Corporation, except such as may be required for current use, in such banks or other places of deposit as the Board of Directors may from time to time designate; and, in general, he shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board or the President.

Section 3.11 Assistant Treasurers. In the absence or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President or the Treasurer.

Section 3.12 Compensation of Officers and Others. The compensation of all officers shall be fixed from time-to time by the Board of Directors, or any committee or officer authorized by the Board so to do. No officer shall be precluded from receiving such compensation by reason of the fact he is also a director of the Corporation.

ARTICLE 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 4.1 Indemnification. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving while a director or officer of the Corporation at the request of the Corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Delaware law.

Section 4.2 Advances. Any person claiming indemnification within the scope 4.1 shall be entitled to advances from the Corporation for payment of the expenses of defending actions against such person in the manner and to the full extent permissible under Delaware law.

Section 4.3 Procedure. On the request of any person requesting indemnification under Section 4.1 or an advance under Section 4.2, the Board of Directors or a Committee thereof shall determine whether such indemnification or advance is permissible or such determination shall be made by independent legal counsel if the Board or Committee so directs or if the Board or Committee is not empowered by statute to make such determination.

Section 4.4 Other Rights. The indemnification provided by this Article 4 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any insurance or other agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 4.5 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of these Bylaws.

ARTICLE 5. STOCK CERTIFICATES; TRANSFERS

Section 5.1 Stock certificates. Stock Certificates shall be issued upon the request of any stockholder and shall be signed by the President or a Vice President and by the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation, but, to the extent permitted by law, such signatures may be facsimiles, engraved or printed.

Section 5.2 Transfer of Stocks. Transfers of stock shall be made only on the books of the Corporation by the owner thereof or by his attorney thereunto authorized.

Section 5.3 Closing of Transfer Books. The Board of Directors may close the stock transfer books of the Corporation for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date for payment of any dividend or other distribution or the date for any allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period not exceeding fifty days in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, which shall not be more than sixty or less than ten days before the date of any meeting of stockholders, nor more than sixty days prior to any other action, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise the rights in respect of any change or conversion or exchange of capital stock, or to give any consent of stockholders for any purpose, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or other distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 5.4 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of stock to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or other claim to or interest in such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as other wise provided by the laws of Delaware.

Section 5.5 Transfer Agent and Registrar; Regulations. The Corporation may, if and whenever the Board of Directors so determines, maintain, in the State of Delaware, or any other state of the United States, one or more transfer offices or agencies, each in charge of a Transfer Agent designated by the Board, where the stock of the Corporation shall be transferable. If the Corporation maintains one or more such transfer offices or agencies, it also may, if and whenever the Board of Directors so determines, maintain one or more registry offices each in charge of a Registrar designated by the Board, where such stock shall be registered. No certificates for stock of the Corporation in respect of which a Transfer Agent shall have been designated shall be valid unless countersigned by such Transfer Agent, and no certificates for stock of the Corporation in respect of which both a Transfer Agent and a Registrar shall have been designated shall be valid unless countersigned by such Transfer Agent and registered by such Registrar. The Board may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates.

Section 5.6 Lost, Destroyed and Mutilated Certificates. The Board of Directors, by standing resolution or by resolutions with respect to particular cases, may authorize the issue of new stock certificates in lieu of stock certificates lost, destroyed or mutilated, upon such terms and conditions as the Board may direct.

ARTICLE 6. AMENDMENTS

Section 6.1 By Stockholders or Directors. These ByLaws may be amended or repealed at any regular meeting of the stockholders or directors, or at any special meeting thereof if notice of such amendment or repeal be contained in the notice of such special meeting.

EX-23.1 229 dex231.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Consent of PricewaterhouseCoopers LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 28, 2007, except with respect to our opinion on the consolidated financial statements insofar as it relates to the condensed consolidating financial information as discussed in Note 28, as to which the date is March 29, 2007, relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Current Report on Form 8-K dated March 30, 2007. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Birmingham, Alabama

March 29, 2007

EX-25.1 230 dex251.htm FORM T-1 STATEMENT OF ELIGIBILITY OF THE BANK OF NOVA SCOTIA TRUST Form T-1 Statement of Eligibility of The Bank of Nova Scotia Trust

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b) (2)

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK

(Exact name of trustee as specified in its charter)

New York

13-5691211

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

(I.R.S. Employer

Identification No.)

One Liberty Plaza

New York, NY

10006

(Address of principal executive offices)

(Zip code)

N/A

(Name, address and telephone number of agent for service)

HealthSouth Corporation¹

(Exact name of obligor as specified in its charter)

Delaware

63-0860407

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

One HealthSouth Parkway

Birmingham, Alabama 35243

(Address of principal executive offices)

10.75% Fixed Rate Senior Notes

Floating Rate Senior Notes

(Title of the indenture securities)

¹	See Table 1 – List of additional obligors

Table 1

LIST OF ADDITIONAL OBLIGORS


Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices*	State or other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Advantage Health Corporation	Delaware	8069	04-2772046
Advantage Health Development Corp.	Massachusetts	8069	63-1105930
Advantage Health Harmarville Rehabilitation Corporation	Pennsylvania	8069	52-1960506
Advantage Rehabilitation Clinics, Inc.	Massachusetts	8049	04-3177879
ASC Network Corporation	Delaware	8011	95-438431
Baton Rouge Rehab, Inc.	Delaware	8069	74-2478651
Beaumont Rehab Associates Limited Partnership	Delaware	8069	25-1656648
Chiron, Inc.	Nevada	8011	88-0122716
CMS Development and Management Company, Inc.	Delaware	8069	25-1570583
CMS Jonesboro Rehabilitation, Inc.	Delaware	8069	62-1347455
CMS Topeka Rehabilitation, Inc.	Delaware	8069	74-2498820
Collin County Rehab Associates Limited Partnership	Delaware	8069	25-1661222
Continental Medical of Arizona, Inc.	Delaware	8069	25-1622263
Continental Medical Systems, Inc.	Delaware	8069	72-1051812
Continental Rehabilitation Hospital of Arizona, Inc.	Delaware	8069	25-1622264
Diagnostic Health Corporation	Delaware	8071	63-1059483
HEALTHSOUTH Bakersfield Rehabilitation Hospital Limited Partnership	Alabama	8069	63-1184845
HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership	Alabama	8071	72-1383580
HEALTHSOUTH Diagnostic Centers of Tennessee Limited Partnership	Alabama	8071	63-1184829
HEALTHSOUTH Diagnostic Centers of Texas Limited Partnership	Alabama	8071	63-1184833
HEALTHSOUTH Diagnostic Centers, Inc.	Alaska	8071	63-1184671
HEALTHSOUTH Holdings, Inc.	Delaware	8049	63-1133454
HEALTHSOUTH LTAC of Sarasota, Inc.	Delaware	8069	63-1283287
HEALTHSOUTH Medical Center, Inc.	Alabama	8062	63-0872396
HEALTHSOUTH Meridian Point Rehabilitation Hospital Limited Partnership	Alabama	8049	63-1184846
HEALTHSOUTH Northern Kentucky Rehabilitation Hospital Limited Partnership	Alabama	8069	63-1184835
HEALTHSOUTH of Alexandria, Inc.	Delaware	8069	48-1266084
HEALTHSOUTH of Altoona, Inc.	Delaware	8069	63-1105927
HEALTHSOUTH of Austin, Inc.	Delaware	8069	63-1105908
HEALTHSOUTH of Charleston, Inc.	Delaware	8069	63-1106610
HEALTHSOUTH of Dothan, Inc.	Alabama	8069	63-1097851
HEALTHSOUTH of East Tennessee, Inc.	Delaware	8069	63-1028003
HEALTHSOUTH of Erie, Inc.	Delaware	8069	63-1105904
HEALTHSOUTH of Fort Smith, Inc.	Delaware	8069	63-1105919
HEALTHSOUTH of Ft. Lauderdale Limited Partnership	Alabama	8069	63-1134714
HEALTHSOUTH of Henderson, Inc.	Delaware	8069	63-1262946
HEALTHSOUTH of Houston, Inc.	Delaware	8069	63-1105909
HEALTHSOUTH of Largo Limited Partnership	Alabama	8069	63-1134645
HEALTHSOUTH of Mechanicsburg, Inc.	Delaware	8069	63-1105923
HEALTHSOUTH of Midland, Inc.	Delaware	8069	63-1105911
HEALTHSOUTH of Montgomery, Inc.	Alabama	8069	63-1106107
HEALTHSOUTH of New Mexico, Inc.	New Mexico	8069	63-0923407
HEALTHSOUTH of Nittany Valley, Inc.	Delaware	8069	63-1105924
HEALTHSOUTH of Ohio Limited Partnership	Alabama	8069	63-1184830


HEALTHSOUTH of Pittsburgh, Inc.	Delaware	8069	63-1105926
HEALTHSOUTH of Reading, Inc.	Delaware	8069	72-1397929
HEALTHSOUTH of San Antonio, Inc.	Delaware	8069	63-1105930
HEALTHSOUTH of Sarasota Limited Partnership	Alabama	8069	63-1134650
HEALTHSOUTH of Sewickley, Inc.	Delaware	8069	63-1227357
HEALTHSOUTH of South Carolina, Inc.	Delaware	8069	63-0974715
HEALTHSOUTH of Spring Hill, Inc.	Delaware	8069	63-1244181
HEALTHSOUTH of Tallahassee Limited Partnership	Alabama	8069	63-1134713
HEALTHSOUTH of Texarkana, Inc.	Delaware	8069	63-1105916
HEALTHSOUTH of Texas, Inc.	Texas	8069	63-0923506
HEALTHSOUTH of Toms River, Inc.	Delaware	8069	63-1105897
HEALTHSOUTH of Treasure Coast, Inc.	Delaware	8069	63-1105921
HEALTHSOUTH of Utah, Inc.	Delaware	8069	63-1105917
HEALTHSOUTH of York, Inc.	Delaware	8069	63-1105925
HEALTHSOUTH of Yuma, Inc.	Delaware	8069	95-4895912
HEALTHSOUTH Properties Corporation	Delaware	8011	63-1133453
HEALTHSOUTH Real Property Holding Corporation	Delaware	8011	63-1044004
HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd.	Alabama	8069	63-1102594
HEALTHSOUTH Rehabilitation Center, Inc.	South Carolina	8069	57-0775688
HEALTHSOUTH Rehabilitation Hospital of Arlington Limited Partnership	Alabama	8069	63-1184844
HEALTHSOUTH Rehabilitation Hospital of Odessa, Inc.	Delaware	8069	33-1039783
HEALTHSOUTH Rehabilitation Institute of Tucson, LLC	Alabama	8069	63-1184847
HEALTHSOUTH S.C. of Portland, Inc.	Delaware	8011	94-3418398
HEALTHSOUTH S.C. of Scottsdale-Bell Road, Inc.	Delaware	8011	63-1190153
HEALTHSOUTH Specialty Hospital, Inc.	Texas	8082	63-1114772
HEALTHSOUTH Sub-Acute Center of Mechanicsburg, Inc.	Delaware	8069	63-1105903
HEALTHSOUTH Surgery Center of Fairfield, Inc.	Delaware	8011	63-1176243
HEALTHSOUTH Surgery Centers-West, Inc.	Delaware	8011	68-0282268
HEALTHSOUTH Surgical Center of Tuscaloosa, Inc.	Alabama	8011	63-1138507
HEALTHSOUTH Valley of the Sun Rehabilitation Hospital Limited Partnership	Alabama	8069	63-1184848
HSC of Beaumont, Inc.	Tennessee	8011	62-150273
HVPG of California, Inc.	California	8011	33-0044383
Lakeland Physicians Medical Building, Inc.	Mississippi	8011	75-2261520
Lakeshore System Services of Florida, Inc.	Florida	8069	63-1119356
Lakeview Rehabilitation Group Partners	Kentucky	8069	25-1573943
Little Rock-SC, Inc.	Arkansas	8011	74-2397267
National Imaging Affiliates, Inc.	Delaware	8071	74-2627497
National Surgery Centers, Inc.	Delaware	8011	36-3549627
Neuro Imaging Institute, Inc.	Florida	8071	59-3387335
New England Rehabilitation Hospital, Inc.	Massachusetts	8069	04-2443258
New England Rehabilitation Management Co., Inc.	New Hampshire	8069	02-0393832
North Louisiana Rehabilitation Center, Inc.	Louisiana	8069	72-1091113
Northeast Surgery Center, L.P.	Texas	8011	76-0428226
NSC Connecticut, Inc.	Connecticut	8011	06-1492451
NSC Houston, Inc.	Texas	8011	76-0509159
NSC Seattle, Inc.	Washington	8011	91-1553479
Pacific Rehabilitation & Sports Medicine, Inc.	Delaware	8049	93-1072052
Rebound, Inc.	Delaware	8069	62-1178229
Rehab Concepts Corp.	Delaware	8049	25-1650793
Rehabilitation Hospital Corporation of America, Inc.	Delaware	8069	23-2655290
Rehabilitation Hospital of Colorado Springs, Inc.	Delaware	8069	25-1612420
Rehabilitation Hospital of Nevada—Las Vegas, Inc.	Delaware	8069	25-1694347
Rehabilitation Hospital of Nevada—Las Vegas, L.P.	Delaware	8069	25-1693810
Rehabilitation Hospital of Plano, Inc.	Texas	8069	25-1612423
Rehabilitation Institute Of Western Massachusetts, Inc.	Massachusetts	8069	04-2987822
Sarasota LTAC Properties, LLC	Florida	8069	20-0978999


SCA - Roseland, Inc.	New Jersey	8011	62-1510206
SCA-Dalton, Inc.	Tennessee	8011	71-0923702
SCA-Shelby Development Corp.	Tennessee	8011	62-1179532
SelectRehab, Inc.	Delaware	8069	25-1649024
Sherwood Rehabilitation Hospital, Inc.	Delaware	8069	25-1604215
Southeast Texas Rehabilitation Hospital, Inc.	Texas	8069	25-1595744
Southern Arizona Regional Rehabilitation Hospital, L.P.	Delaware	8069	25-1654947
Surgery Center Holding Corporation	Delaware	8011	62-1739361
Surgical Care Affiliates, Inc.	Delaware	8011	62-1149229
Surgical Health Corporation	Delaware	8011	58-1941168
Surgicare of Huntsville, Inc.	Alabama	8011	75-2305255
Surgicare of Laguna Hills, Inc.	California	8011	75-2501088
Tarrant County Rehabilitation Hospital, Inc.	Texas	8069	25-1587575
Terre Haute Regional Rehabilitation Hospital, L.P.	Delaware	8069	25-1675783
Terre Haute Rehabilitation Hospital, Inc.	Delaware	8069	25-1672916
Tyler Rehabilitation Hospital, Inc.	Texas	8069	25-1667731
Western Medical Rehab Associates, L.P.	Delaware	8069	33-0695017
Western Neuro Care, Inc.	Delaware	8069	25-1572589

*	All Registrants have the following principal executive offices:

c/o HealthSouth Corporation

One HealthSouth Parkway

Birmingham, Alabama 35243

(205) 967-7116

Item 1. General Information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Board of Governors of the Federal Reserve System

Washington, D.C.

State of New York Banking Department

State House, Albany, N.Y.

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

Item 3 through Item 15. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.


Exhibit 1.		Copy of the Organization Certificate of the Trustee now in effect. (Exhibit 1 to T-1 Registration Statement No. 333-6688)

Exhibit 2.		Copy of the Certificate of Authority if the Trustee to commerce business. (Exhibit 2 to T-1 Registration Statement No. 333-6688)

Exhibit 3.		None; authorization to exercise corporate trust powers is contained in the documents identified above as Exhibit 1 and 2.

Exhibit 4.		Copy of By-laws of the trustee as now in effect. (Exhibit 4 to T-1 Registration Statement No. 333-6688)

Exhibit 5.		Not applicable.

Exhibit 6.		The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to T-1 Registration Statement No. 333-6688)

Exhibit 7.		Copy of the latest Report of Condition of the Trustee as of December 31, 2006

Exhibit 8.		Not applicable.

Exhibit 9.		Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, The Bank of Nova Scotia Trust Company of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 26th day of March, 2007.


THE BANK OF NOVA SCOTIA
TRUST COMPANY OF NEW YORK

By:		/s/ John F. Neylan
		John F. Neylan
		Trust Officer


The Bank of Nova Scotia Trust Company of New York
Legal Title of Bank

New York
City

New York		10006
State		Zip Code

FDIC Certificate Number /_/_/_/_/_/

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for December 31, 2006

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding

as of the last business day of the quarter.

SCHEDULE RC-BALANCE SHEET


Dollar Amounts in Thousands			RCON	Bil	Mil	Thou
ASSETS
1.	Cash and balances due from depository institutions (from Schedule RC-A):
	a.	Noninterest-bearing balances and currency and coin (1)	0081			479	1.a.
	b.	Interest-bearing balances (2)	0071		6	000	1.b.
2.	Securities:
	a.	Held-to-maturity securities (from Schedule RC-B, column A)	1754		6	741	2.a.
	b.	Available-for-sale securities (from Schedule RC-B, column D)	1773			0	2.b.
3.	Federal funds sold and securities purchased under agreement to resell
	a.	Federal Funds sold	B987			0	3.a.
	b.	Securities purchased under agreements to resell (3)	B989		1	000	3.b.
4.	Loans and lease financing receivable (from Schedule RC-C):
	a.	Loans and leases held for sale	5369			0	4.a.
	b.	Loans and leases, net of unearned income	B528				4.b.
	c.	LESS: Allowance for loan and lease losses	3123				4.c.
	d.	Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)	B529			0	4.d.
5.	Trading assets (from Schedule RC-D)		3545			0	5.
6.	Premises and fixed assets (including capitalized leases)		2145			0	6.
7.	Other real estate owned (from Schedule RC-M)		2150			0	7.
8.	Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)		2130			0	8.
9.	Not applicable
10.	Intangible assets:
	a.	Goodwill	3163			0	10.a.
	b.	Other intangible assets (from Schedule RC-M)	0426			0	10.b.
11.	Other assets (from Schedule RC-F)		2160			350	11.
12.	Total assets (sum of items 1 through 11)		2170		14	570	12.

(1)	Includes cash items in process of collection and unposted debits.

(2)	Includes time certificates of deposit not held for trading.

(3)	Includes all securities resale agreements, regardless of maturity.

SCHEDULE RC-CONTINUED


Dollar Amounts in Thousands			RCON	Bil	Mil	Thou
LIABILITIES
13.	Deposits:
	a.	In domestic offices (sum of totals of columns A and C from Schedule RC-E)	2200			0	13.a.
		(1) Noninterest-bearing (l)	6631				13.a.	(1)
		(2) Interest-bearing	6636				13.a.	(2)
	b.	Not applicable
14.	Federal funds purchased and securities sold under agreements to repurchase
	a.	Federal Funds purchased (2)	B993			0	14.a.
	b.	Securities sold under agreements to purchase (3)	B995			0	14.b.
15.	Trading liabilities (from Schedule RC-D)		3548			0	15.
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)(from Schedule RC-M)		3190			0	16.
17.	and 18. Not applicable
19.	Subordinated notes and debentures (4)		3200			0	19.
20.	Other liabilities (from Schedule RC-G)		2930			449	20.
21.	Total liabilities (sum of items 13 through 20)		2948			449	21.
22.	Minority interest in consolidated subsidiaries		3000			0	22.
EQUITY CAPITAL
23.	Perpetual preferred stock and related surplus		3838			0	23.
24.	Common stock		3230		1	000	24.
25.	Surplus (exclude all surplus related to preferred stock)		3839		10	030	25.
26.	a.	Retained earnings	3632		3	091	26.a.
	b.	Accumulated other comprehensive incomes (3)	B530			0	26.b.
27.	Other equity capital components (4)		A130			0	27.
28.	Total equity capital (sum of items 23 through 27)		3210		14	121	28.
29.	Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		3300		14	570	29.

Memorandum

To be reported with the March Report of Condition.


		RCON	Number
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2006	6724	M.1.


1 =		Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 =		Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 =		Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

4 =		Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)


5 =		Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6 =		Review of the bank’s financial statements by external auditors

7 =		Compilation of the bank’s financial statements by external auditors

8 =		Other audit procedures (excluding tax preparation work)

9 =		No external audit work

(1)	Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money”.

(3)	Includes all securities repurchase agreements, regardless of maturity.

(4)	Includes limited-life preferred stock and related surplus.

(5)	Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments.

(6)	Includes treasury stock and unearned Employee Stock Ownership Plans.

EX-99.1 231 dex991.htm FORM OF LETTER OF TRANSMITTAL Form of Letter of Transmittal

Exhibit 99.1

LETTER OF TRANSMITTAL

HEALTHSOUTH CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING

FLOATING RATE SENIOR NOTES DUE 2014 (CUSIP NOS. 421924BA8 AND U42268AJ8)

FOR

FLOATING RATE SENIOR NOTES DUE 2014 WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

AND

10.75% SENIOR NOTES DUE 2016 (CUSIP NOS. 421924BD2 AND U42268AK5)

FOR

10.75% SENIOR NOTES DUE 2016 WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2007, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery To: The Bank of Nova Scotia Trust Company of New York, Exchange Agent

By Registered or Certified Mail:

The Bank of Nova Scotia Trust Company of New York One Liberty Plaza

New York, NY 10006

Attn: Pat Keane

For Information Call:

(212) 225-5437

By Facsimile Transmission

(for Eligible Institutions only):

(212) 225-5436

Confirm by Telephone

(212) 225-5437

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DO NOT COMPLETE OR RETURN THIS LETTER OF TRANSMITTAL IF YOUR OUTSTANDING NOTES ARE HELD IN AN ACCOUNT WITH A BROKER, DEALER, COMMERCIAL BANK OR TRUST COMPANY. THIS LETTER OF TRANSMITTAL IS BEING SUPPLIED FOR YOUR INFORMATION ONLY. THE INSTITUTION HOLDING YOUR OUTSTANDING NOTES WILL SUPPLY YOU WITH SEPARATE INSTRUCTIONS REGARDING THE TENDER OF YOUR OUTSTANDING NOTES.

The undersigned acknowledges that he or she has received the prospectus, dated , 2007 (the “Prospectus”), of HealthSouth Corporation, a Delaware corporation (the “Company”), and this letter of transmittal (the “letter”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange (i) an aggregate principal amount of up to $375,000,000 of the Company’s floating rate notes due June 15, 2014

(the “Floating Rate Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s issued and outstanding floating rate notes due June 15, 2014 (the “Floating Rate Restricted Notes”) and (ii) an aggregate principal amount of up to $625,000,000 of the Company’s 10.75% senior notes due June 15, 2016 (the “Fixed Rate Exchange Notes” and together with the Floating Rate Exchange Notes, the “Exchange Notes”) which have been registered under the Securities Act, for a like principal amount of the Company’s issued and outstanding 10.75% senior notes due June 15, 2016 (the “Fixed Rate Restricted Notes” and together with the Floating Rate Restricted Notes, (the “Restricted Notes”) from the registered holders thereof (the “holders”).

For each Restricted Note accepted for exchange, the holder of such Restricted Note will receive an Exchange Note having a principal amount equal to that of the surrendered Restricted Note. The Exchange Notes will bear interest from the most recent date to which interest has been paid on the Restricted Notes or, if no interest has been paid on the Restricted Notes, from June 14, 2006. Accordingly, registered holders of Exchange Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from June 14, 2006. Restricted Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Restricted Notes whose Restricted Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Restricted Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

This letter is to be completed by a holder of Restricted Notes for a tender of Restricted Notes to be made by book-entry transfer to the account maintained by the exchange agent at The Depository Trust Company (the “book-entry transfer facility”) pursuant to the procedures set forth in “The Exchange Offer—Book Entry Transfers” section of the Prospectus and an agent’s message is not delivered. Tenders by book-entry transfer may also be made by delivering an agent’s message in lieu of this letter. The term “agent’s message” means a message, transmitted by the book-entry transfer facility to, and received by, the exchange agent and forming a part of a book-entry confirmation (as defined below), which states that the book-entry transfer facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this letter and that the Company may enforce this letter against such participant.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY

DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The undersigned has completed the appropriate boxes below and signed this letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

List below the Restricted Notes to which this letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Restricted Notes should be listed on a separate signed schedule affixed hereto.

ALL TENDERING HOLDERS COMPLETE THIS BOX:


DESCRIPTION OF RESTRICTED NOTES
Description of Floating Rate Restricted Notes
Name(s) and address(es) of registered holder(s) (Please fill in, if blank)	(1) Aggregate principal amount of restricted note(s)	(1) Principal amount tendered*



Total
Description of Fixed Rate Restricted Notes
Name(s) and address(es) of registered holder(s) (Please fill in, if blank)	(1) Aggregate principal amount of restricted note(s)	(1) Principal amount tendered*



Total
* Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Restricted Notes represented by the Restricted Notes indicated in column 1. See Instruction 2. Restricted Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their outstanding notes must complete this letter of transmittal in its entirety.

BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY:

¨	CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Floating Rate Restricted Notes:

Name of tendering institution:

DTC account number:

Transaction code number:

Fixed Rate Restricted Notes:

Name of tendering institution:

DTC account number:

Transaction code number:

¨	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it acquired the Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes, and it has no undertaking with any person to participate in a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Restricted Notes, it represents that the Restricted Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Restricted Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Restricted Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Restricted Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Restricted Notes, with full power of substitution, among other things, to cause the Restricted Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Restricted Notes, and to acquire Exchange Notes issuable upon the exchange of such tendered Restricted Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Restricted Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Restricted Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the holder of such Restricted Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company and that neither the holder of such Restricted Notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

The Securities and Exchange Commission (the “SEC”) has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes (other than a resale of Exchange Notes received in exchange for an unsold allotment from the original sale of the Restricted Notes) with the Prospectus. The Prospectus, as it may be amended or supplemented from time to time, may be used by certain broker-dealers (as specified in the Registration Rights Agreement referenced in the Prospectus) (“Participating Broker-Dealers”) for a period of time, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date in connection with the sale or transfer of such Exchange Notes. The Company has agreed that, for such period of time, it will make the Prospectus (as it may be amended or supplemented) available to such a broker-dealer which elects to exchange Restricted Notes, acquired for its own account as a result of market-making or other trading activities, for Exchange Notes pursuant to the Exchange Offer for use in connection with any resale of such Exchange Notes. By accepting the Exchange Offer, each broker-dealer that receives Exchange Notes pursuant to the Exchange Offer acknowledges and agrees to notify the Company prior to using the Prospectus in connection with the sale or transfer of Exchange Notes and that, upon receipt of notice from the Company of the happening in any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein (in light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus until (i) the Company has amended or supplemented the Prospectus to correct such misstatement or omission and (ii) either the Company has furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Company has not otherwise agreed to furnish such copies and declines to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC. Except as described above, the Prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of Exchange Notes. A broker-dealer that acquired Restricted Notes in a transaction other than as part of its market-making activities or other trading activities will not be able to participate in the Exchange Offer.

The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, that the Exchange Notes issued pursuant

to the Exchange Offer in exchange for the Restricted Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Restricted Notes, it represents that the Restricted Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Restricted Notes tendered hereby. All authority conferred or agreed to be conferred in this letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer – Withdrawal Rights” section of the prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please credit the account indicated above maintained at the book-entry transfer facility. Similarly, unless otherwise indicated under the box entitled “Special Issuance Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing Restricted Notes for any Restricted Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Restricted Notes.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF RESTRICTED

NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE

RESTRICTED NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if restricted notes not exchanged and/or exchange notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this letter above, or if restricted notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the book-entry transfer facility other than the account indicated above.

Issue floating rate exchange notes and/or floating rate restricted notes to:

Name(s)

(Please type or print)

Address

(Zip Code)

Issue fixed rate exchange notes and/or floating rate restricted notes to:

Name(s)

(Please type or print)

Address

(Zip Code)

(Complete Substitute Form W-9)

¨ Credit unexchanged restricted notes delivered by book-entry transfer to the book-entry transfer facility account set forth below.

Floating rate restricted notes

(Book-entry transfer facility

account number, if applicable)

Fixed rate restricted notes

(Book-entry transfer facility

account number, if applicable)

To be completed ONLY if restricted notes not exchanged and/or exchange notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this letter above or to such person or persons at an address other than shown in the box entitled “Description of Restricted Notes” on this letter above.

Mail floating rate exchange notes and/or floating rate restricted notes to:

Name(s)

(Please Type or Print)

Address

(Zip Code)

Mail fixed rate exchange notes and/or fixed rate restricted notes to:

Name(s)

(Please Type or Print)

Address

(Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT’S MESSAGE IN LIEU

THEREOF (TOGETHER A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED

DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK

CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX CONTAINED HEREIN.


PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS) (Complete Accompanying Substitute Form W-9 Below)
X				, 2007

X				, 2007
(Signature(s) of owner)				(Date)

Area code and telephone number

If a holder is tendering any Restricted Notes, this letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Restricted Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

(Please type or print)

Capacity:

Address:

(Including zip code)

SIGNATURE GUARANTEE

(If required by Instruction 3)

Signature(s) guaranteed by

an eligible institution:

(Authorized signature)

(Title)

(Name and firm)

Dated: , 2007

INSTRUCTIONS

Forming part of the terms and conditions of the Exchange Offer.

1. Delivery of this letter and notes.

This letter is to be completed by holders of Restricted Notes if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Book-entry transfer” section of the prospectus and an agent’s message is not delivered. Tenders by book-entry transfer may also be made by delivering an agent’s message in lieu of this letter. The term “agent’s message” means a message, transmitted by the book-entry transfer facility to and received by the exchange agent and forming a part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the letter of transmittal and that the Company may enforce the letter of transmittal against such participant. Book-entry confirmation as well as a properly completed and duly executed letter (or manually signed facsimile hereof or agent’s message in lieu thereof) and any other documents required by this letter, must be received by the exchange agent at the address set forth herein on or prior to the expiration date. Restricted Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

The method of delivery of this letter, the Restricted Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the exchange agent. If Restricted Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to 5:00 P.M., New York City time, on the expiration date.

See “The Exchange Offer” section of the prospectus.

2. Signatures on this letter; Bond powers and endorsements; Guarantee of signatures.

If any tendered Restricted Notes are owned of record by two or more joint owners, all of such owners must sign this letter.

When this letter is signed by the registered holder or holders of the Restricted Notes specified herein and tendered hereby, no separate bond powers are required. If, however, the Exchange Notes are to be issued to a person other than the registered holder, then separate bond powers are required.

If this letter or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

Signatures on bond powers required by this Instruction 3 must be guaranteed by a firm that is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an “eligible institution”).

Signatures on this letter need not be guaranteed by an eligible institution, provided the Restricted Notes are tendered: (i) by a registered holder of Restricted Notes (which term, for purposes of the Exchange Offer, includes any participant in the book-entry transfer facility system whose name appears on a security position listing as the holder of such Restricted Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this letter, or (ii) for the account of an eligible institution.

3. Special issuance and delivery instructions.

Tendering holders of Restricted Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the Exchange Offer, if different from the name or address of the person

signing this letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Restricted Notes by book-entry transfer may request that Restricted Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such noteholder may designate hereon. If no such instructions are given, such Restricted Notes not exchanged will be returned to the name and address of the person signing this letter.

4. Taxpayer Identification Number.

Federal income tax law generally requires that a tendering holder, who is a U.S. person for U.S. federal income tax purposes (a “U.S. Holder”), whose Restricted Notes are accepted for exchange must provide the Company (as payor) with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below, which in the case of a tendering holder who is an individual, is his or her social security number. If the Company is not provided with a correct TIN or an adequate basis for an exemption from backup withholding, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”). In addition, the exchange agent may be required to withhold 28% of the amount of any reportable payments made after the exchange to such tendering holder of Exchange Notes. If withholding results in an overpayment of taxes, a refund may be obtained if the required information is furnished to the IRS.

Exempt holders of Restricted Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.

To prevent backup withholding, each tendering U.S. Holder of Restricted Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying, under penalties of perjury, that (a) the TIN provided is correct (or that such holder is awaiting a TIN) and that (b) (i) the holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the IRS has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Restricted Notes is a nonresident alien or foreign entity for U.S. federal tax purposes that is not subject to backup withholding, such holder must give the exchange agent a completed Form W-8, Certificate of Foreign Status, attesting to such holder’s exempt status. These forms may be obtained from the exchange agent. If the Restricted Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If a U.S. Holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part II of the Substitute Form W-9, write “applied for” in lieu of its TIN and sign the Certificate of Awaiting Taxpayer Identification Number below. Note: Checking this box and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If the box in Part II of the Substitute Form W-9 is checked, the exchange agent will retain 28% of reportable payments made to a holder during the sixty (60) day period following the date of the Substitute Form W-9. If the U.S. Holder furnishes the exchange agent with his or her TIN within sixty (60) days of the Substitute Form W-9, the exchange agent will remit such amounts retained during such sixty (60) day period to such holder and no further amounts will be retained or withheld from payments made to the holder thereafter. If, however, such holder does not provide its TIN to the exchange agent within such sixty (60) day period, the exchange agent will remit such previously withheld amounts to the IRS as backup withholding and will withhold 28% of all reportable payments to the holder thereafter until such holder furnishes its TIN to the exchange agent.

5. Transfer taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Restricted Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Restricted Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Restricted Notes tendered hereby, or if tendered Restricted Notes are registered in the

name of any person other than the person signing this letter, or if a transfer tax is imposed for any reason other than the transfer of Restricted Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Restricted Notes specified in this letter.

6. Waiver of conditions.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the prospectus.

7. No conditional tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Restricted Notes, by execution of this letter, shall waive any right to receive notice of the acceptance of their Restricted Notes for exchange.

Neither the Company, the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Restricted Notes nor shall any of them incur any liability for failure to give any such notice.

8. Withdrawal rights.

Tenders of Restricted Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on the expiration date.

For a withdrawal of a tender of Restricted Notes to be effective, a written notice of withdrawal must be received by the exchange agent at the address set forth above prior to 5:00 P.M., New York City time, on the expiration date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Restricted Notes to be withdrawn (the “depositor”), (ii) identify the Restricted Notes to be withdrawn (including the principal amount of such Restricted Notes), (iii) contain a statement that such holder is withdrawing his election to have such Restricted Notes exchanged, (iv) be signed by the holder in the same manner as the original signature on the letter by which such Restricted Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Restricted Notes register the transfer of such Restricted Notes in the name of the person withdrawing the tender and (v) specify the name in which such Restricted Notes are registered, if different from that of the depositor. A notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Restricted Notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Restricted Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Restricted Notes so withdrawn are validly retendered. Any Restricted Notes that have been tendered for exchange but which are not exchanged for any reason will be returned without cost to the tendering holder and will be credited to an account maintained with the book-entry transfer facility for the Restricted Notes as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Restricted Notes may be retendered by following the procedures described above at any time on or prior to 5:00 P.M., New York City time, on the expiration date.

9. Requests for assistance or additional copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the prospectus and this letter, and other related documents may be directed to the exchange agent at the address and telephone number indicated above. All other questions regarding the Exchange Offer should be directed to the following address or phone number:

HealthSouth Corporation

One HealthSouth Parkway

Birmingham, Alabama 35243

(205) 967-7116

Attn: General Counsel

TO BE COMPLETED BY ALL TENDERING U.S. SECURITY HOLDERS:

REQUESTER’S NAME: THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK


SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part I—Taxpayer Identification Number—For all accounts, enter Taxpayer Identification Number in the box at right. (For most individuals, this is your social security number. For sole proprietors or resident aliens, see the Instructions—Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. For other entities, it is your Employer Identification Number. If you do not have a number, see Obtaining a Number in the enclosed Instructions—Back Up Withholding; Substitute Form W-9; Forms W-8.) Certify by signing and dating below. Note: If the account is in more than one name, see chart in the enclosed Instructions—Guidelines for Certification of Taxpayer Identification Number on Substitute W-9 to determine which number to give the payer.	Social Security Number OR Employer Identification Number (If awaiting TIN, write “Applied For”) Part II—Awaiting Taxpayer Identification Number ¨
	Part III—For payees exempt from backup withholding, see the enclosed Instructions—Guidelines For Certification of Taxpayer Identification Number on Substitute W-9 and complete as instructed therein.
Certification—Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding. Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2). *Also see enclosed Instructions.* *The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding.*
Signature		Date

NOTE:

FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28%, OR SUCH OTHER AMOUNT AS PROVIDED BY LAW, OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED INSTRUCTIONS—GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange, 28%, or such other amount as provided by law, of all reportable payments made to me on account of the Exchange Notes shall be retained until I provide a taxpayer identification number to the Exchange Agent and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and 28%, or such other amount as provided by law, of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number.


SIGNATURE:				DATE:

GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

What Name and Number to Give the Requester

Name

If you are an individual, you must generally enter the name shown on your Social Security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your Social Security card, and your new last name. If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part I of the form.

Sole Proprietor—You must enter your individual name as shown on your Social Security card. You may enter your business, trade or “doing business as” name on the business name line.

Limited Liability Company (LLC)—If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury Regulations § 301.7701-3, enter the owner’s name. Enter the LLC’s name on the business name line. A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Other Entities—Enter the business name as shown on required federal income tax documents. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade or “doing business as” name on the business name line.

Taxpayer Identification Number (TIN)

You must enter your taxpayer identification number in the appropriate box. If you are a resident alien and you do not have and are not eligible to get a Social Security number, your taxpayer identification number is your IRS individual taxpayer identification number (ITIN). Enter it in the Social Security number box. If you do not have an individual taxpayer identification number, see How to Get a TIN below. If you are a sole proprietor and you have an employer identification number, you may enter either your Social Security number or employer identification number. However, using your employer identification number may result in unnecessary notices to the requester, and the IRS prefers that you use your Social Security number. If you are an LLC that is disregarded as an entity separate from its owner under Treasury regulations § 301.7701-3, and are owned by an individual, enter the owner’s Social Security number. If the owner of a disregarded LLC is a corporation, partnership, etc., enter the owner’s employer identification number. See the chart below for further clarification of name and TIN combinations.

Social Security numbers (SSN’s) have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers (EIN’s) have nine digits separated by only one hyphen: i.e. 00-0000000.

The table below will help determine the number to give the requester.



For this type of account:		Give Name and TIN of:
1.	Individual	The individual

2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)

3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)

4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee (1)

	b. The so-called trust account that is not a legal or valid trust under state law	The actual owner (1)

5.	Sole proprietorship	The owner (3)



For this type of account:		Give Name and TIN of:
6.	A valid trust, estate or pension trust	Legal entity (4)

7.	Corporation	The corporation

8.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization

9.	Partnership	The partnership

10.	A broker or registered nominee	The broker or nominee

11.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.

(2)	Circle the minor’s name and furnish the minor’s Social Security number.

(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your Social Security number or employer identification number (if you have one).

(4)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

How to Get a TIN

If you do not have a taxpayer identification number, apply for one immediately. To apply for a Social Security number, get Form SS-5, Application for a Social Security Number Card, from your local Social Security Administration office. Get Form W-7 to apply for an individual taxpayer identification number or Form SS-4, Application for Employer Identification Number, to apply for an employer identification number. You can get Forms W-7 and SS-4 from the IRS.

If you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number, sign and date the form (including the Certificate of Awaiting Taxpayer Identification Number), and give it to the requester. For interest and dividend payments and certain

payments made with respect to readily tradable instruments, you will generally have 60 days to get a taxpayer identification number and give it to the requester before you are subject to backup withholding. Other payments are subject to backup withholding without regard to the 60-day rule, until you provide your taxpayer identification number.

Note: Writing “Applied For” means that you have already applied for a taxpayer identification number or that you intend to apply for one soon.

Exemption From Backup Withholding

Payees Exempt From Backup Withholding Individuals (including sole proprietors and LLCs disregarded as entities separate from their individual owners) are NOT automatically exempt from backup withholding.

For interest and dividends, the following payees are generally exempt from backup withholding:

1)	An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), an individual retirement account (IRA), or a custodial account under section 403(b)(7) of the Code if the account satisfies the requirements of section 401(f)(2) of the Code.

2)	The United States or any of its agencies or instrumentalities.

3)	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

4)	A foreign government or any of its political subdivisions, agencies or instrumentalities.

5)	An international organization or any of its agencies or instrumentalities.

6)	A corporation.

7)	A foreign bank of central issue.

8)	A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

9)	A real estate investment trust.

10)

An entity registered at all times during the tax year under the Investment Company Act of 1940.

11)

A common trust fund operated by a bank under section 584(a) of the Code.

12)

A financial institution (as defined for purposes of section 3406 of the Code).

13)

A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

14)

A trust exempt from tax under section 664 of the Code or described in section 4947 of the Code.

For broker transactions, persons listed in items 1-12, above, as well the persons listed in items 15-16, below, are exempt from backup withholding.

15)

A futures commission merchant registered with the Commodity Futures Trading Commission.

16)

A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.

Payments Exempt From Backup Withholding Dividends and patronage dividends that are generally exempt from backup withholding include:

•

Payments to nonresident aliens subject to withholding under section 1441 of the Code.

•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•

Payments of patronage dividends not paid in money.

•

Payments made by certain foreign organizations.

•

Payments made by an ESOP pursuant to section 404(k) of the Code.

Interest payments that are generally exempt from backup withholding include:

•

Payments of interest on obligations issued by individuals. Note, however, that such a payment may be subject to backup withholding if the amount of interest paid during a taxable year in the course of the payor’s trade or business is $600 or more, and you have not provided your correct taxpayer identification number or you have provided an incorrect taxpayer identification number to the payer.

•

Payments of tax-exempt interest (including exempt-interest dividends under section 852 of the Code).

•

Payments described in section 6049(b)(5) of the Code to nonresident aliens.

•

Payments on tax-free covenant bonds under section 1451 of the Code.

•

Payments made by certain foreign organizations.

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and the Treasury regulations thereunder.

If you are exempt from backup withholding, you should still complete and file Substitute Form W-9 to avoid possible erroneous backup

withholding. Enter your correct taxpayer identification number in Part 1, write “Exempt” in Part 2, and sign and date the form and return it to the requester.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

Privacy Act Notice.—Section 6109 of the Code requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold at the applicable rate on payments of taxable interest,

dividends and certain other items to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)

Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50.00 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)

Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500.00 penalty.

(3)

Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

EX-99.2 232 dex992.htm FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHERS Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Others

Exhibit 99.2

HEALTHSOUTH CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING

FLOATING RATE SENIOR NOTES DUE 2014 (CUSIP NOS. 421924BA8 AND U42268AJ8)

FOR

FLOATING RATE SENIOR NOTES DUE 2014 WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

AND

10.75% SENIOR NOTES DUE 2016 (CUSIP NOS. 421924BD2 AND U42268AK5)

FOR

10.75% SENIOR NOTES DUE 2016 WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

As described in the enclosed prospectus, dated , 2007 (as the same may be amended or supplemented from time to time, the “prospectus”), and letter of transmittal (the “letter of transmittal”), HealthSouth Corporation (the “Company”), is offering to exchange (the “exchange offer”) (i) an aggregate principal amount of up to $375,000,000 of its floating rate senior notes due 2014 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount at maturity of the Company’s issued and outstanding floating rate senior notes due 2014 (the “floating rate restricted notes”) and (ii) an aggregate principal amount of up to $625,000,000 of its 10.75% senior notes due 2016 which have been registered under the Securities Act, for a like principal amount at maturity of the Company’s issued and outstanding 10.75% senior notes due 2016 (the “fixed rate restricted notes” and together with the floating rate restricted notes, the “restricted notes”). The exchange offer is being made in order to satisfy certain obligations of the Company contained in the registration rights agreement, dated as of June 14, 2006, by and among the Company, the subsidiary guarantors referred to therein and the initial purchasers referred to therein. Terms not defined herein shall have the respective meanings ascribed to them in the prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD RESTRICTED NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD RESTRICTED NOTES REGISTERED IN THEIR OWN NAMES. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2007 UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFER.

The Company will not pay any fees or commissions to you for soliciting tenders of restricted notes pursuant to the exchange offer. The Company will pay all transfer taxes, if any, applicable to the tender of restricted notes to it or its order, except as otherwise provided in the prospectus and the letter of transmittal.

Enclosed are copies of the following documents:

A form of letter which you may send, as a cover letter to accompany the prospectus and letter of transmittal, to your clients for whose accounts you hold restricted notes registered in your name or the name of your nominee, with space provided for obtaining the client’s instructions regarding the exchange offer.

2.	The prospectus.

The letter of transmittal for your use in connection with the tender of restricted notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding).

Your prompt action is requested. Tendered restricted notes may be withdrawn, subject to the procedures described in the prospectus, at any time prior to 5:00 p.m., New York City time, on the expiration date.

To participate in the exchange offer, certificates for restricted notes, together with a duly executed and properly completed letter of transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such restricted notes into the account of The Bank of Nova Scotia Trust Company of New York (the “exchange agent”), at the Depository Trust Company, with any required signature guarantees, and any other required documents, must be received by the exchange agent by the expiration date as indicated in the prospectus and the letter of transmittal.

Additional copies of the enclosed material may be obtained from the exchange agent at its address or telephone number set forth on the first page of the letter of transmittal.

Very truly yours,

HEALTHSOUTH CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF HEALTHSOUTH CORPORATION OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

EX-99.3 233 dex993.htm FORM OF LETTER TO CLIENTS Form of Letter to Clients

Exhibit 99.3

HEALTHSOUTH CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING

FLOATING RATE SENIOR NOTES DUE 2014 (CUSIP NOS. 421924BA8 AND U42268AJ8)

FOR

FLOATING RATE SENIOR NOTES DUE 2014 WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

AND

10.75% SENIOR NOTES DUE 2016 (CUSIP NOS. 421924BD2 AND U42268AK5)

FOR

10.75% SENIOR NOTES DUE 2016 WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

To Our Clients:

Enclosed for your consideration is a prospectus, dated , 2007 (the “prospectus”), and the related letter of transmittal (the “letter of transmittal”), relating to the offer (the “exchange offer”) of HealthSouth Corporation (the “Company”) to exchange (i) its floating rate notes due June 15, 2014, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for its outstanding floating rate notes due June 15, 2014 (the “floating rate restricted notes”) and (ii) its 10.75% senior notes due June 15, 2016, which have been registered under the Securities Act, for its outstanding 10.75% senior notes due June 15, 2016 (the “fixed rate restricted notes” and together with the floating rate restricted notes, the “restricted notes”), upon the terms and subject to the conditions described in the prospectus and the letter of transmittal. The exchange offer is being made in order to satisfy certain obligations of the Company contained in the registration rights agreement dated June 14, 2006, by and among the Company, the subsidiary guarantors referred to therein and the initial purchasers referred to therein.

This material is being forwarded to you as the beneficial owner of the restricted notes held by us for your account but not registered in your name. A TENDER OF SUCH RESTRICTED NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the restricted notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed prospectus and letter of transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the restricted notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 P.M., New York City time, on , 2007, unless extended by the Company. Any restricted notes tendered pursuant to the exchange offer may be withdrawn at any time before the expiration date.

Your attention is directed to the following:

1.	The exchange offer is for any and all restricted notes.

2.	The exchange offer is subject to certain conditions set forth in the prospectus in the section captioned “The Exchange Offer—Conditions to the Exchange Offer.”

3.	Any transfer taxes incident to the transfer of restricted notes from the holder to the Company will be paid by the Company, except as otherwise provided in the instructions in the letter of transmittal.

4.	The exchange offer expires at 5:00 P.M., New York City time, on , 2007, unless extended by the Company.

If you wish to have us tender your restricted notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER RESTRICTED NOTES.

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the exchange offer made by HealthSouth Corporation with respect to its restricted notes.

This will instruct you to tender the restricted notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the related letter of transmittal.

The undersigned expressly agrees to be bound by the enclosed letter of transmittal and that such letter of transmittal may be enforced against the undersigned.

¨ Please tender the restricted notes held by you for my account as indicated below:

Aggregate principal amount

at maturity of restricted notes

Floating rate restricted notes due June 15, 2014: $________________

Fixed rate restricted notes due June 15, 2016: $__________________

¨ Please do not tender any restricted notes held by you for my account.

Dated: ___________________, 2007

Signature(s): ____________________________________________________________________________

Print name(s) here: _______________________________________________________________________

Print address(es): ________________________________________________________________________

Area code and telephone number(s): _________________________________________________________

Tax identification or social security number(s): ________________________________________________

NONE OF THE RESTRICTED NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE RESTRICTED NOTES HELD BY US FOR YOUR ACCOUNT.

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COVER 236 filename236.htm SEC Cover Letter

March 30, 2007

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: HealthSouth Corporation

Registration Statement on Form S-4

Ladies and Gentlemen:

On behalf of HealthSouth Corporation, a Delaware corporation (the “Company”), we hereby electronically transmit, pursuant to Regulation S-T promulgated by the Securities and Exchange Commission, a Registration Statement of the Company on Form S-4 for filing under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s offer to exchange an aggregate principal amount of up to $375,000,000 of Floating Rate Senior Notes due 2014 and $625,000,000 of 10.75% Senior Notes due 2016, in each case, which have been registered under the Securities Act, for like principal amounts of the Company’s issued and outstanding Floating Rate Senior Notes due 2014 and 10.75% Senior Notes due 2016, as applicable.

Please contact the undersigned at (212) 735-4112 should you require further information or have any questions.

Very truly yours,

/s/ Richard B. Aftanas

Richard B. Aftanas, Esq.

-----END PRIVACY-ENHANCED MESSAGE-----


Title Of Each Class Of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price(1)		Amount Of Registration Fee
Floating Rate Senior Notes Due 2014		$375,000,000	100%			$375,000,000		$11,513
10.75% Senior Notes Due 2016		$625,000,000	100%			$625,000,000		$19,187
Guarantees related to the Notes(2)		—	—			—		—
Total	$	1,000,000,000	100	%	$	1,000,000,000	$	30,700


Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code of Registrant’s Principal Executive Offices*	State or other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Advantage Health Corporation	Delaware	8069	04-2772046
Advantage Health Development Corp.	Massachusetts	8069	63-1105930
Advantage Health Harmarville Rehabilitation Corporation	Pennsylvania	8069	52-1960506
Advantage Rehabilitation Clinics, Inc.	Massachusetts	8049	04-3177879
ASC Network Corporation	Delaware	8011	95-438431
Baton Rouge Rehab, Inc.	Delaware	8069	74-2478651
Beaumont Rehab Associates Limited Partnership	Delaware	8069	25-1656648
Chiron, Inc.	Nevada	8011	88-0122716
CMS Development and Management Company, Inc.	Delaware	8069	25-1570583
CMS Jonesboro Rehabilitation, Inc.	Delaware	8069	62-1347455
CMS Topeka Rehabilitation, Inc.	Delaware	8069	74-2498820
Collin County Rehab Associates Limited Partnership	Delaware	8069	25-1661222
Continental Medical of Arizona, Inc.	Delaware	8069	25-1622263
Continental Medical Systems, Inc.	Delaware	8069	72-1051812
Continental Rehabilitation Hospital of Arizona, Inc.	Delaware	8069	25-1622264
Diagnostic Health Corporation	Delaware	8071	63-1059483
HEALTHSOUTH Bakersfield Rehabilitation Hospital Limited Partnership	Alabama	8069	63-1184845
HEALTHSOUTH Diagnostic Center of Colorado Springs Limited Partnership	Alabama	8071	72-1383580
HEALTHSOUTH Diagnostic Centers of Tennessee Limited Partnership	Alabama	8071	63-1184829
HEALTHSOUTH Diagnostic Centers of Texas Limited Partnership	Alabama	8071	63-1184833
HEALTHSOUTH Diagnostic Centers, Inc.	Alaska	8071	63-1184671
HEALTHSOUTH Holdings, Inc.	Delaware	8049	63-1133454
HEALTHSOUTH LTAC of Sarasota, Inc.	Delaware	8069	63-1283287
HEALTHSOUTH Medical Center, Inc.	Alabama	8062	63-0872396
HEALTHSOUTH Meridian Point Rehabilitation Hospital Limited Partnership	Alabama	8049	63-1184846
HEALTHSOUTH Northern Kentucky Rehabilitation Hospital Limited Partnership	Alabama	8069	63-1184835
HEALTHSOUTH of Alexandria, Inc.	Delaware	8069	48-1266084
HEALTHSOUTH of Altoona, Inc.	Delaware	8069	63-1105927
HEALTHSOUTH of Austin, Inc.	Delaware	8069	63-1105908
HEALTHSOUTH of Charleston, Inc.	Delaware	8069	63-1106610
HEALTHSOUTH of Dothan, Inc.	Alabama	8069	63-1097851
HEALTHSOUTH of East Tennessee, Inc.	Delaware	8069	63-1028003
HEALTHSOUTH of Erie, Inc.	Delaware	8069	63-1105904
HEALTHSOUTH of Fort Smith, Inc.	Delaware	8069	63-1105919
HEALTHSOUTH of Ft. Lauderdale Limited Partnership	Alabama	8069	63-1134714
HEALTHSOUTH of Henderson, Inc.	Delaware	8069	63-1262946
HEALTHSOUTH of Houston, Inc.	Delaware	8069	63-1105909
HEALTHSOUTH of Largo Limited Partnership	Alabama	8069	63-1134645
HEALTHSOUTH of Mechanicsburg, Inc.	Delaware	8069	63-1105923
HEALTHSOUTH of Midland, Inc.	Delaware	8069	63-1105911
HEALTHSOUTH of Montgomery, Inc.	Alabama	8069	63-1106107
HEALTHSOUTH of New Mexico, Inc.	New Mexico	8069	63-0923407
HEALTHSOUTH of Nittany Valley, Inc.	Delaware	8069	63-1105924


Summary		1
Risk Factors		11
Ratio of Earnings to Fixed Charges		17
Use of Proceeds		18
Selected Consolidated Financial Data		19
The Exchange Offer		21
Description of the Exchange Notes		30
Certain U.S. Federal Income Tax Considerations		78
Plan of Distribution		79
Legal Matters		80
Experts		80
Incorporation by Reference		80
Where You Can Find More Information		81